CUSIP No. 72811G102 Page 1 of 16 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PlayCore, Inc.
----------------
(Name of Issuer)
Common Stock
--------------
(Title of Class of Securities)
72811G102
-----------
(CUSIP Number)
David S. Evans, 190 South LaSalle St., Suite 2830, Chicago, IL 60603, (312)
795-6300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 13, 2000
----------------
(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 |_|.
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>
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CUSIP No. 72811G102 Page 2 of 16 Pages
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GreenGrass Holdings
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
6,772,655
EACH
----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,772,655
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,772,655
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 72811G102 Page 3 of 16 Pages
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GreenGrass Capital LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
6,772,655
EACH
----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,772,655
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,772,655
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 72811G102 Page 4 of 16 Pages
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GreenGrass Management LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
See Item 5
EACH
----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 72811G102 Page 5 of 16 Pages
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GreenGrass Capital II LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
See Item 5
EACH
----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 72811G102 Page 6 of 16 Pages
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Item 1. Security and Issuer.
-------------------
Common Stock, $0.01 par value
PlayCore, Inc.
Riverfront Centre, Suite 204
15 West Milwaukee Street
Janesville, Wisconsin 53545
Item 2. Identity and Background.
-----------------------
This Statement is filed on behalf of GreenGrass Holdings
("GreenGrass"), GreenGrass Capital LLC ("GGC"), GreenGrass Capital II LLC
("GGCII") and GreenGrass Management LLC ("GGM").
GreenGrass is a Delaware general partnership organized on January 4,
1996 for the purposes of purchasing, holding and selling securities of PlayCore,
Inc. (the "Company") and has not carried on any other significant activities.
GreenGrass' only assets are the Company securities currently owned by it;
GreenGrass has no significant liabilities.
Pursuant to its Amended and Restated Partnership Agreement, dated
March 1997, partners owning a majority of the partnership interests of
GreenGrass have the ability to direct and control the partnership. GGC currently
owns a majority of partnership interests in GreenGrass and therefore is deemed
to control GreenGrass. GGC is a Delaware limited liability company organized on
December 27, 1995 to act as an investment vehicle for a number of institutional
investors for an investment in GreenGrass. GGC's only assets are its partnership
interests in GreenGrass; GGC has no significant liabilities.
GGM is a Delaware limited liability company organized on December 27,
1995, to act as an investment vehicle for the members of the Company's senior
management for an investment in GreenGrass. GGM's only assets are its
partnership interests in GreenGrass; GGM has no significant liabilities.
GGCII was organized on March 5, 1997 to act as an investment vehicle
for the members of the Company's senior management for an investment in
GreenGrass. GGCII's only assets are its partnership interests in GreenGrass;
GGCII has no significant liabilities.
The members of GGC include Glencoe Fund Partners and Equity-Linked
Investors--II, a New York limited partnership ("ELI-II") and certain trusts
established by the State of Michigan Retirement System (the "Michigan Trusts").
The members of GGCII include Glencoe Growth Closely-Held Business Fund, L.P.
("Glencoe Growth"), ELI-II, the Michigan Trusts and MassMutual and certain of
its affiliates. The investment advisor of ELI-II is Desai Capital Management
Incorporated ("DCMI").
Pursuant to GGC's Operating Agreement, dated February 15, 1996, all
actions taken by GGC are determined by GGC's Member Operating Board. The Member
Operating Board is comprised of appointees chosen by each of Glencoe Investment
Corporation, ELI-II
<PAGE>
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CUSIP No. 72811G102 Page 7 of 16 Pages
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and the Michigan Trusts (each a "GGC Board Member"). The GGC Board Members are
David S. Evans, appointed by Glencoe Investment Corporation, Timothy Kelleher,
appointed by ELI-II, and Thomas Hufnagel, appointed by the Michigan Trusts.
Mr. Evans is a director of the Company and the President and Chief
Executive Officer of Glencoe Investment Corporation and a Principal and the
Chief Executive Officer of Glencoe Capital, L.L.C., both of which are affiliates
of Glencoe Fund Partners and Glencoe Growth. Mr. Kelleher is a director of the
Company and a Senior Vice President of DCMI. Mr. Hufnagel has been a Senior
Analyst at the Alternative Investments Division of Michigan Department of
Treasury for over five years.
Richard E. Ruegger is the sole manager and the controlling member of
GGM. Mr. Ruegger is the Company's Chief Financial Officer and a member of GGM.
Pursuant to GGCII's Operating Agreement, dated March 13, 1997, all
actions taken by GGCII are determined by GGCII's Member Operating Board. The
GGCII Board Members are David S. Evans, appointed by Glencoe Investment
Corporation, Timothy Kelleher, appointed by ELI-II, and Thomas Hufnagel,
appointed by the Michigan Trusts (each a "GGCII Board Member").
The address of the principal offices of GreenGrass, GGC and GGCII and
the business address of Mr. Evans is 190 South LaSalle Street, Suite 2830,
Chicago, Illinois. The telephone number of GreenGrass, GGC, GGCII and Mr. Evans
at such location is (312) 795-6300.
The address of the principal offices of GGM and the business address
of Mr. Ruegger is PlayCore, Inc., Riverfront Centre, Suite 204, 15 West
Milwaukee Street, Janesville, Wisconsin 53545. The telephone number of GGM and
Mr. Ruegger at such location is (608) 741-7183.
The address of Mr. Kelleher is c/o Desai Capital Management
Incorporated, 540 Madison Avenue, 36th Floor, New York, New York 10022. The
telephone number of Mr. Kelleher at such location is (212) 705-9108.
The business address of Mr. Hufnagel is 2501 Coolidge Road, Suite 400,
East Lansing, Michigan 48823. The telephone number of Mr. Hufnagel at such
location is (517) 373-4330.
(d)-(e)
During the last five years, none of GreenGrass, GGC, GGM and GGCII
and, to the best of their knowledge, none of Messrs. Evans, Kelleher, Hufnagel
and Ruegger, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been 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
<PAGE>
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CUSIP No. 72811G102 Page 8 of 16 Pages
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order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds as Other Consideration
-------------------------------------------------
This item is not applicable to the transactions being reported in this
Amendment No. 2 to Schedule 13D.
Item 4. Purpose of Transaction
----------------------
On April 21, 2000, 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 the Company, commenced an 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 the Offer to Purchase dated
April 20, 2000 (the "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"). 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."
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of April 13, 2000 (the "Merger Agreement"), by and among the Company,
Parent and Acquisition Company.
Concurrently with the execution of the Merger Agreement, Parent and
Acquisition Company entered into a Stock Purchase Agreement (the "Stock
Agreement") with the Company and GreenGrass. Pursuant to the Stock Agreement,
GreenGrass has agreed (i) not to tender its Shares in the Offer and (ii) to sell
to Acquisition Company all outstanding securities of the Company owned by it
(the "Purchased Securities") at a purchase price equal to the amount that
GreenGrass would have received had it exercised or converted all of its
derivative Purchased Securities to Shares and tendered all of its Shares in the
Offer (or any higher price paid per Share in the Merger).
Pursuant to the Stock Agreement, GreenGrass also granted to
Acquisition Company an irrevocable proxy to vote, until the earlier of the
Effective Time or the termination of the Merger Agreement, at any meeting of the
stockholders, all Purchased Securities: (a) in favor of the Merger and the
execution and delivery of the Merger Agreement and the Stock Agreement and the
transactions contemplated thereby, (b) against any action, any failure to act or
any agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or the Stock Agreement and (c) against each of the following actions
(other than the Merger
<PAGE>
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CUSIP No. 72811G102 Page 9 of 16 Pages
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and the transactions contemplated by the Merger Agreement): (i) any
extraordinary corporate transaction such as a merger or a consolidation or other
business combination involving the Company or any of its subsidiaries; (ii)
declaration of any dividend or issuance of any equity securities (other than
upon exercise or conversion of the Debentures, Warrants and Company Options (as
such terms are defined in the Merger Agreement)); (iii) any sale, lease or
transfer of material assets of the Company; (iv) any reorganization, dissolution
or liquidation of the Company; (v) any change in the majority of the persons
constituting the Board; (vi) any change in the present capitalization of the
Company or amendment of the Company's certificate of incorporation or by-laws;
(vii) any other material change in the Company's corporate structure or
business; or (viii) any other action which could reasonably be expected to
impede, interfere with, delay, postpone or materially adversely affect the
Merger and transactions contemplated by the Merger Agreement and the Stock
Agreement.
GreenGrass has agreed that, except as contemplated by the Stock
Agreement, it shall not (i) offer for sale, sell or otherwise transfer, tender,
pledge, encumber, assign or otherwise dispose of or agree to dispose of any of
its Purchased Securities, (ii) grant any proxies or powers of attorney, deposit
into a voting trust or enter into a voting agreement with respect to any
Purchased Securities, (iii) take any action that would make any representation
or warranty of GreenGrass untrue or incorrect or prevent it from performing its
obligations under the Stock Agreement, or (iv) acquire any Shares (other than
upon conversion or exercise of the Purchased Securities).
GreenGrass also makes representations and warranties to Parent and
Acquisition Company in the Stock Agreement relating to: (i) ownership of and
title to its Purchased Securities; (ii) voting and disposition power; (iii)
legal capacity, power and authority; (iv) valid execution and delivery and
enforceability of the Stock Agreement; (v) subject to certain exemptions and
qualifications, the absence of any conflicts and the making or obtaining
applicable filings, permits authorizations and consents; (vi) liens and
encumbrances on its Purchased Securities; (vii) no solicitation of and response
to third party acquisition proposals involving the Company; (viii) restrictions
on transfer of the Purchased securities and granting of liens or security
interest with respect to the Purchased Securities; (ix) waiver of rights of
appraisal or rights to dissent from the Merger with respect to its Shares; and
(x) broker's and finder's fees.
The covenants, agreements and proxy contained in the Stock Agreement
will terminate upon the earlier of (i) the Effective Time (as defined in the
Merger Agreement) and (ii) the termination of the Merger Agreement.
<PAGE>
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CUSIP No. 72811G102 Page 10 of 16 Pages
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The foregoing is only a summary of certain terms of the Offer, Merger
Agreement, Stock Agreement and related documents. The summary is qualified in
its entirety by reference to the Offer to Purchase, Merger Agreement, Stock
Agreement and related documents. The Merger Agreement and Stock Agreement have
been filed as exhibits to Form 8-K, dated April 14, 2000, of the Company and are
incorporated herein by reference. The Offer to Purchase and related documents
have been included as exhibits to Schedule TO, dated April 20, 2000, of
Holdings, Parent, Acquisition Company and the Company. The Schedule TO and Form
8-K 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, D.C. 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.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a)-(b) Information concerning the amount and percentage of Shares
beneficially owned by the reporting persons is set forth below. The Shares
reported as beneficially owned by GreenGrass are also deemed to be indirectly
beneficially owned by GGC as the controlling general partner of GreenGrass.
<TABLE>
<CAPTION>
Percent of
Sole Voting and Aggregate Out-
Dispositive Shared Voting and Beneficial standing
Reporting Person Powers Dispositive Powers Ownership Shares
- ------------------------------------ ------------------ ------------------- --------------- -------------
<S> <C> <C> <C> <C>
GreenGrass Holdings 0 6,772,655(1) 6,772,655(1) 72.1%(1)
GreenGrass Capital LLC 0 6,772,655(1) 6,772,655(1) 72.1%(1)
GreenGrass Management LLC 0 (2) (2) (2)
GreenGrass Capital II LLC 0 (2) (2) (2)
- ----------
(1) Includes Debentures convertible into 1,376,750 Shares and a warrant to purchase 50,000 Shares.
(2) GGM is not deemed to own beneficially any Shares other than Shares it may be deemed to own as a member of a
"group" with GGC, GGCII and GreenGrass. GGCII is not deemed to own beneficially any Shares other than Shares it may
be deemed to own as a member of a "group" with GGC, GGM and GreenGrass.
</TABLE>
<PAGE>
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CUSIP No. 72811G102 Page 11 of 16 Pages
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The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of April 13, 2000, by the GGC Board
Members, the GGCII Board members and the sole manager of GGM.
Shares
-----------------------------------------
Name Number Percent
- -------------------------------- ------------------ -------------------
David S. Evans(1) 0 0.0%
Timothy R. Kelleher(2) 0 0.0%
Richard E. Ruegger(3) 141,448 1.8%
Thomas Hufnagel(4) 0 0.0%
- ---------------
(1) As one of the three persons appointed to the Member Operating Board of GGC,
Mr. Evans could be deemed to have shared control of the voting and
investment making decisions of GreenGrass, which owns 5,345,056 Shares,
Debentures convertible into 1,376,750 Shares and a warrant to purchase
50,000 Shares, representing a total of 6,772,655 Shares (72.1% of the
outstanding). Of such securities, Mr. Evans would be entitled to receive
from GreenGrass 7,078 Shares, Debentures convertible into 1,495 Shares, and
a warrant to purchase 86 Shares under certain circumstances as a result of
his ownership of a limited partnership interest in Glencoe Fund Partners
and Glencoe Growth, and his ownership of stock in Glencoe Investment
Corporation. This report shall not be deemed an admission that Mr. Evans is
the beneficial owner of such Shares for purposes of Section 13(d).
(2) As one of the three persons appointed to the Member Operating Board of GGC,
Mr. Kelleher could be deemed to have shared control of the voting and
investment making decisions of GreenGrass, which owns 5,346,056 Shares,
Debentures convertible into 1,376,750 Shares and a warrant to purchase
50,000 Shares, representing a total of 6,772,655 Shares (72.1% of the
outstanding). This report shall not be deemed an admission that Mr.
Kelleher is the beneficial owner of such Shares for purposes of Section
13(d).
(3) Consists of 141,448 Shares issuable upon the exercise of stock options
which are currently exercisable. Excludes 49,035 Shares and Debentures
convertible into 19,458 Shares which Mr. Ruegger may be deemed to
beneficially own as sole manager and the controlling member of GGM, which
indirectly beneficially owns such securities as a general partner of
GreenGrass, including 32,673 Shares and Debentures convertible into 12,985
Shares held by GreenGrass which securities, as a member of GGM, Mr. Ruegger
may be deemed to beneficially own because Mr. Ruegger would receive such
securities under certain circumstances (including upon termination of his
employment). Mr. Ruegger disclaims beneficial ownership of these securities
except to the extent of his pecuniary interest therein.
(4) As one of the three persons appointed to the Member Operating Board of GGC,
Mr. Hufnagel could be deemed to have shared control of the voting and
investment making decisions of GreenGrass, which owns 5,345,056 Shares,
Debentures convertible into 1,376,750 Shares, and a warrant to purchase
50,000 shares of Common Stock, representing a total of 6,772,655 Shares
(72.1% of the outstanding). This report shall not be deemed an admission
that Mr. Hufnagel is the beneficial owner of such Shares for purposes of
Section 13(d).
(c) Reference is made to Item 4 hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
See Item 4.
<PAGE>
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CUSIP No. 72811G102 Page 12 of 16 Pages
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In addition, the Company and GreenGrass entered into a Letter
Agreement, dated August 17, 1999, pursuant to which the Company is obligated to
pay GreenGrass $748,800 as an investment advisory fee in cash upon consummation
of the Offer and the Merger and reimburse it for its expenses and fees
(including attorneys fees) incurred with respect to the Offer and Merger.
Item 7. Material to be filed as Exhibits.
--------------------------------
The exhibits listed in the accompanying Exhibit Index are filed as part of this
Schedule 13D.
<PAGE>
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CUSIP No. 72811G102 Page 13 of 16 Pages
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 26, 2000
GREENGRASS HOLDINGS
By: GreenGrass Capital LLC
General Partner
By: /s/ David S. Evans
------------------------------------
Name: David S. Evans
Title: Duly Authorized Signatory
GREENGRASS CAPITAL LLC
By: /s/ David S. Evans
------------------------------------
Name: David S. Evans
Title: Duly Authorized Signatory
GREENGRASS MANAGEMENT LLC
By: /s/ Richard E. Ruegger
------------------------------------
Name: Richard E. Ruegger
Title: Manager
GREENGRASS CAPITAL II LLC
By: /s/ David S. Evans
------------------------------------
Name: David S. Evans
Title: Duly Authorized Signatory
<PAGE>
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CUSIP No. 72811G102 Page 14 of 16 Pages
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GreenGrass Holdings
Exhibit Index
Exhibit Description
------- -----------
1 Agreement of Joint Filing dated April 24, 2000
2 Stock Purchase Agreement dated April 13, 2000 by and among
PlayCore Holdings, Inc., Jasdrew Acquisition Corp. and GreenGrass
Holdings (incorporated by reference to Exhibit 4.1 to Form 8-K
dated April 13, 2000 of PlayCore, Inc.)
3 Merger Agreement dated as of April 13, 2000 by and among
PlayCore, Inc., PlayCore Holdings, Inc. and Jasdrew Acquisition
Corp. (incorporated by reference to Exhibit 2.1 to Form 8-K dated
April 13, 2000 of PlayCore, Inc.)
4 Letter Agreement, dated August 17, 1999 between PlayCore, Inc.
and GreenGrass Holdings (incorporated by reference to Exhibit
(d)(xiii) to Schedule TO dated April 20, 2000 of PlayCore
Holdings, LLC, PlayCore Holdings, Inc., Jasdrew Acquisition Corp.
and PlayCore, Inc.)
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CUSIP No. 72811G102 Page 15 of 16 Pages
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Exhibit 1
AGREEMENT OF JOINT FILING
-------------------------
AGREEMENT dated as of April 26, 2000 among GreenGrass Holdings,
GreenGrass Capital LLC, GreenGrass Management LLC and GreenGrass Capital II LLC.
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under
Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the parties hereto have decided to satisfy their filing obligations
under the 1934 Act by a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as follows:
1. The Schedule 13D with respect to PlayCore, Inc., to which this Agreement is
attached as Exhibit 1, as well as all future amendments to such Statement,
shall be filed jointly on behalf of GreenGrass Holdings, GreenGrass Capital
LLC, GreenGrass Management LLC and GreenGrass Capital II LLC.
2. Each of GreenGrass Holdings, GreenGrass Capital LLC, GreenGrass Management
LLC and GreenGrass Capital II LLC is responsible for the completeness and
accuracy of the information concerning such person contained therein;
provided that each person is not responsible for the completeness or
accuracy of the information concerning any other person making such filing.
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
date first above written.
GREENGRASS HOLDINGS
By: GreenGrass Capital LLC
General Partner
By: /s/ David S. Evans
------------------------------------
Name: David S. Evans
Title: Duly Authorized Signatory
GREENGRASS CAPITAL LLC
By: /s/ David S. Evans
------------------------------------
Name: David S. Evans
Title: Duly Authorized Signatory
GREENGRASS MANAGEMENT LLC
By: /s/ Richard E. Ruegger
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Name: Richard E. Ruegger
Title: Manager
<PAGE>
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CUSIP No. 72811G102 Page 16 of 16 Pages
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GREENGRASS CAPITAL II LLC
By: /s/ David S. Evans
------------------------------------
Name: David S. Evans
Title: Duly Authorized Signatory
