SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
PLAYCORE, INC.
(Name of Subject Company)
JASDREW ACQUISITION CORP.
PLAYCORE HOLDINGS, INC.
PLAYCORE HOLDINGS, L.L.C.
PLAYCORE, INC.
(Name of Persons Filing Schedule)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
72811G102
(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
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
April 14, 2000
CALCULATION OF FILING FEE
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Transaction
Valuation* Amount of Filing Fee
------------------------------------- -----------------------------------
N/A N/A
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For purposes of calculating amount of filing fee only, this amount is based on
the purchase of ____________ common shares at the tender offer price of $10.10
per share.
[ ] 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: __________________ Filing Party: ________________
Form or Registration No.:__________________ Date Filed: ________________
|X| 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.
[ ] 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 the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
<PAGE>
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
FRIDAY, APRIL 14, 2000
PLAYCORE, INC. TO BE ACQUIRED BY
CHARTWELL
Janesville, Wisconsin, April 14, 2000 - PlayCore, Inc. (AMEX: PCO), a leading
commercial and consumer playground equipment and backyard products company,
today announced that it has entered into a definitive agreement and plan of
merger with a newly-formed 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. As part of the transaction, GreenGrass Holdings, an
affiliate of Glencoe Capital and PlayCore's majority stockholder, has agreed to
sell all of its shares of PlayCore common stock to the Chartwell affiliate.
GreenGrass Holdings owns approximately 72 percent of the outstanding shares of
PlayCore. The board of directors of PlayCore unanimously approved the
transaction.
PlayCore and Chartwell have executed definitive financing documents with lenders
to provide the funds, in addition to Chartwell's capital contribution, necessary
to fully fund the transaction. Current senior management of PlayCore has agreed
to invest in the transaction. The transaction is the culmination of a process
that began in the fall of 1999 when PlayCore announced that it had retained
Donaldson, Lufkin & Jenrette to act as its financial advisor in exploring
strategic alternatives to maximize stockholder value.
PlayCore and the Chartwell affiliate will initiate a joint tender offer within
approximately one week. The completion of the tender offer is subject to certain
conditions, including the tender of 1,367,947 shares, representing 50.1 percent
of the publicly-held shares not owned by GreenGrass Holdings and current
directors and officers of PlayCore; the receipt of funds from the lenders; and
expiration of a waiting period under the U.S. Hart-Scott-Rodino Act. Any shares
of PlayCore common stock not purchased in the tender offer will be acquired in a
subsequent merger transaction at the same $10.10 per share cash price.
-more-
<PAGE>
PlayCore, Inc.
Add 1
David S. Evans, President and Chief Executive Officer of Glencoe Capital,
stated, "This transaction represents a significant increase in value for all
PlayCore stockholders--the result of growing the Company's EBITDA by almost
threefold in three years and revenues from $40 million to $200 million during
the same period." Glencoe Capital, through its proprietary Executive Network of
over 40 Fortune 1000 senior executives and successful entrepreneurs, invests
private equity capital in six industry specialty areas. Executive Network
members played a significant role in the growth and development of PlayCore.
"A number of demographic and societal trends are fueling growth in our markets,
including record numbers of 5-12 year-old children; a broad awareness of the
need for safe, modern playground systems; and a growing consensus of the
importance of play in child development," said Frederic L. Contino, PlayCore
Chief Executive Officer. "This acquisition positions PlayCore to better
capitalize on these trends and to maintain its leadership position in the
worldwide play equipment and backyard products business."
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
division, 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 division, is the leader in the U.S.
for do-it-yourself wooden playground equipment. PlayCore subsidiary Heartland
Industries is a leading manufacturer and marketer of installed backyard wooden
storage buildings and premium consumer playground systems.
Chartwell is a New York City-based private equity firm, which invests in growth
financings and management buy-outs of middle market companies.
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of PlayCore common stock. The
solicitation of offers to buy PlayCore's common stock will only be made pursuant
to the offer to purchase and related materials that PlayCore and Chartwell will
be sending out to PlayCore's stockholders shortly. Stockholders should read
those materials carefully because they will contain important information,
including the various terms and conditions of the offer. The tender offer
documents (including the offer to purchase, the related letter of transmittal,
and all other offer documents filed with the Securities and Exchange Commission)
will also be available for free at the Commission's Web site at www.sec.gov.
This release may include information that could constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements may involve
risk and uncertainties that could cause actual results to differ materially from
any future results encompassed within the forward-looking statements. Factors
that could cause or contribute to such differences include those matters
disclosed in PlayCore's Securities and Exchange Commission filings.
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