SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-20450
PLAYCORE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3808989
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
15 West Milwaukee Street, Suite 204
Janesville, WI 53545
(Address of principal executive offices) (zip code)
Registrant's telephone number including area code (608) 741-7183
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- -------------------------
N/A None
Securities registered pursuant to Section 12(g) of the Act:
Common stock,
par value $.01 per share
------------------------
Title of class
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates as of March
13, 2000 was $20,917,544 (excludes shares held by directors and officers of
registrant). This is based on the closing price of the common stock on the AMEX
- - American Stock Exchange.
At March 13, 2000, there were 7,957,104 shares of common stock outstanding.
<PAGE>
PlayCore, Inc. hereby amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, by restating Part III, Items 10, 11, 12 and 13, thereof
in its entirety, as follows:
PART III
Item 10 - Directors and Executive Officers of the Registrant
--------------------------------------------------
Directors
The following sets forth information, as of April 6, 2000, about PlayCore's
directors:
Terence S. Malone, age 70, has served as a director of PlayCore since
September 1992 and Chairman since September 1997. Mr. Malone served as Acting
Chief Executive Officer of PlayCore from September 1997 to January 1998. Mr.
Malone was Chairman and Chief Executive Officer of Johnson Worldwide Associates,
Inc. (international manufacturer and marketer of outdoor recreational products)
from 1986 until his retirement in January 1994.
Frederic L. Contino, age 49, has served as a director of PlayCore and
as President and Chief Executive Officer of PlayCore since January 1998. Mr.
Contino was President of Anchor Hocking Plastics and Plastics, Inc., divisions
of Newell Companies (diversified manufacturers of consumer home products), from
January 1993 to January 1998. Mr. Contino served as Vice President-Merchandising
for Anchor Hocking's glass division from May 1988 to January 1993.
David S. Evans, age 36, has served as a director of PlayCore since
February 1996. Mr. Evans has been President and Chief Executive Officer of
Glencoe Investment Corporation (private equity investing) since March 1993.
Prior to such date, Mr. Evans was a Merchant Banking/Mergers and Acquisitions
Specialist at Donaldson, Lufkin & Jenrette Securities Corporation (full service
investment banking) from 1988 to March 1993
George N. Herrera, age 66, has served as a director of PlayCore since
February 1996. Mr. Herrera was Director of International Sales of Masco
Corporation (diversified manufacturer of home products) from 1982 until his
retirement in January 2000.
Timothy R. Kelleher, age 37, has served as director of PlayCore since
April 1996. Mr. Kelleher has been Senior Vice President of Desai Capital
Management Incorporated (institutionally funded private equity investment firm)
since May 1992. From 1989 to May 1992, he was an associate at Entrecanales, Inc.
(private equity investing). Mr. Kelleher is also a director of several privately
held companies.
Gary A. Massel, age 60, has served as a director of PlayCore since
September 1996. Mr. Massel has been Vice President-Logistics of Boise Cascade
Office Products since September 1997. From August 1995 to September 1997, Mr.
Massel was an independent consultant. Previously, Mr. Massel was a Senior Vice
President of Ply-Gem Industries (building products manufacturer) from February
1994 to August 1995. From 1989 to February 1994, Mr. Massel was Vice
President-Operations Specialty Packaging of Packaging Corp. of America
(packaging manufacturer).
Ronald D. Wray, age 40, has served as a director of PlayCore since
February 1999. Mr. Wray has been a Principal and Chief Financial Officer of
Glencoe Capital, L.L.C. since January 1999.
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Prior to such date, Mr. Wray was Executive Vice President of the Pritzker Family
Business Office (investment management) from 1990 to January 1999.
Executive Officers
The following individuals are the executive officers of the Company,
who are elected annually by the Board of Directors to serve until the next
annual election of officers and until their respective successors have been
elected and have qualified unless removed by the Board of Directors.
Fredric L. Contino, age 49, is President and Chief Executive Officer, and a
director. See "Directors" under this Item 10.
John E. Caldwell, age 57, has served as President of the Swing-N-Slide Division
of PlayCore Wisconsin since December 1996. From 1990 to November 1996, Mr.
Caldwell was the President of the Retail Division of Curtis Industries, Inc.
(manufacturer of nuts, bolts and keys).
Robert A. Farnsworth, age 50, has served as the President of the GameTime
Division of PlayCore Wisconsin since May 1998. From February 1993 to April 1998,
Mr. Farnsworth was the Executive Vice President Marketing and Product Manager of
Pfaltzgraff Company (ceramics manufacturing).
David H. Hammelman, age 45, has served as Vice President Human Resources and
Administration since July 1995 and prior to such date was Director of Human
Resources and Administration since October 1993. From October 1992 to September
1993, Mr. Hammelman was the Director of Human Services of Brach Van Houten,
Andes Candies Division (candy manufacturing).
Richard E. Ruegger, age 40, has served as the Vice President-Finance, Secretary
and Treasurer since January 1992 and Chief Financial Officer since June 1992.
Thomas van der Meulen, age 35, has served as the President of the Heartland
Industries, Inc. subsidiary of PlayCore Wisconsin since June 1999. From 1994 to
April 1999, Mr. Van der Meulen was a Business Unit President for TC MiraDRI
(commercial and residential building products). From 1989 to 1993, Mr. Van der
Meulen was the Director of Finance and Planning for TC MiraDRI.
Item 11 - Executive Compensation
----------------------
Compensation of Executive Officers
Summary Compensation Table
The following table sets forth certain information with respect to
Company compensation earned in the last three completed fiscal years by Mr.
Contino, Chief Executive Officer, Mr. Caldwell, President of the Swing-N-Slide
Division of PlayCore Wisconsin, Mr. Farnsworth, President of the GameTime
Division of PlayCore Wisconsin, Mr. Hammelman, Vice President-Human Resources
and Administration and Mr. Ruegger, Vice President-Finance and Chief Financial
Officer, (the "Named Executive Officers").
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<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
Other Securities
Annual Underlying All Other
Salary Bonus Comp. Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frederic L. Contino 1999 $329,257 $452,925 (1) - $56,404(2)
Chief Executive Officer 1998 288,462 585,000 (1) 375,000 7,625
1997 - - (1) - -
John E. Caldwell 1999 $176,781 $ - (1) - $41,457(3)
President of the 1998 170,000 123,930 (1) - 16,595
Swing-N-Slide Division 1997 159,423 35,000 (1) 100,000 63,728
of PlayCore Wisconsin
Robert A. Farnsworth 1999 $179,808 $ 78,576 (1) - $67,231(4)
President of the 1998 111,154 117,823 (1) 50,000 49,594
GameTime Division of 1997 - - (1) - -
PlayCore Wisconsin
David H. Hammelman 1999 $110,000 $73,150 (1) - $20,329(5)
Vice President-Human 1998 105,000 95,550 (1) - 3,874
Resources and 1997 93,961 7,893 (1) 78,219 3,947
Administration
Richard E. Ruegger 1999 $120,000 $79,800 (1) - $22,002(6)
Vice President-Finance 1998 115,000 104,650 (1) - 4,371
and Chief Financial 1997 104,077 8,706 (1) 164,046 4,695
Officer
- ---------------
(1) The Company also provides its Named Executive Officers certain additional non-cash benefits that are not described
in this Proxy Statement because such compensation is below the Securities and Exchange Commission's required
disclosure thresholds.
(2) The Compensation reported is comprised of $6,400 of matching contributions made by the Company pursuant to its
401(k) plan and $50,004 of contributions made by the Company pursuant to a Supplemental Executive Retirement Plan.
(3) The Compensation reported is comprised of $6,400 of matching contributions made by the Company pursuant to its
401(k) plan and $35,057 of relocation expenses paid by the Company in connection with Mr. Caldwell's December 1996
employment by the Company.
(4) The Compensation reported is comprised of $1,423 of matching contributions made by the Company pursuant to its
401(k) plan, $25,528 of contributions made by the Company pursuant to a Supplemental Executive Retirement Plan and
$40,280 of relocation expenses paid by the Company in connection with Mr. Farnsworth's May 1998 employment with the
Company.
(5) The Compensation reported is comprised of $4,250 of matching contributions made by the Company pursuant to its
401(k) plan and $16,079 of contributions made by the Company pursuant to a Supplemental Executive Retirement Plan.
(6) The Compensation reported is comprised of $4,462 of matching contributions made by the Company pursuant to its
401(k) plan and $17,540 of contributions made by the Company pursuant to a Supplemental Executive Retirement Plan.
</TABLE>
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Aggregate Options Exercised in 1999 and 1999 Year-End Option Value
Set forth below is certain information regarding the number and value
of unexercised stock options held by the Named Executive Officers at the end of
1999. No options were exercised by the Named Executive Officers in 1999.
Aggregate Fiscal Year-End Option Values
- --------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-The-Money Options at
December 31, 1999 December 31, 1999(1)
----------------- --------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Frederic L. Contino 225,000 150,000 $928,125 $618,750
John E. Caldwell 55,000 45,000 $76,825 $17,275
Robert A. Farnsworth 10,000 40,000 $34,375 $137,500
David H. Hammelman 57,895 35,000 $123,185 -
Richard E. Ruegger 63,948 116,250 $159,939 -
- ---------------
(1) For valuation purposes the amounts shown are based upon the December 31,
1999 $8.125 closing price per share of the Common Stock on the American
Stock Exchange.
Compensation of Directors
Each non-employee director of PlayCore who is not an employee of
GreenGrass Capital LLC, a Delaware limited liability company that is an
affiliate of a principle stockholder of the Company ("GGC"), or any of GGC's
affiliates ("Non-affiliated Directors"), receives an annual retainer of $15,000
paid in quarterly installments of $3,750 and options to purchase 5,000 shares of
Common Stock with a per share exercise price equal to the fair market value of a
share of Common Stock on the day after the annual meeting of stockholders. In
addition, any Non-affiliated Director who serves as the Chairman of the Board
receives an annual retainer of $5,000, as chairman of a standing committee of
the Board receives an annual retainer of $3,000 and as a committee member of a
standing committee of the Board receives an annual retainer of $1,000. All
directors are reimbursed for out-of-pocket costs related to PlayCore's business.
No additional compensation is paid to directors for serving on PlayCore
Wisconsin's Board of Directors.
Agreements with Executive Officers
PlayCore entered into an Employment Agreement in January 1998 with Mr. Contino
that sets forth certain terms and conditions of his employment with PlayCore.
The Employment Agreement runs for three years and automatically extends from
year to year thereafter unless terminated prior to any such extension. The
Employment Agreement provides for an annual base salary of $300,000, subject to
increases each year at the discretion of the Board of Directors, and for an
annual bonus based generally upon increases in PlayCore's earnings before
interest, taxes, depreciation and amortization ("EBITDA"). The Employment
Agreement also provides for the grant of options shown on the "Option Grants in
Last Fiscal Year" table. In the event Mr. Contino is terminated without cause,
in addition to certain other benefits, (i) his annual base salary continues for
a minimum of two years if such termination occurs before July 1999, and a
minimum of one year, subject to extension to up to two years if certain
financial goals have been achieved by the Company, after July 1999, and (ii) he
is entitled to certain bonus replacement payments if certain levels of EBITDA
have been achieved prior to such termination. If such
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<PAGE>
termination occurs in connection with a change of control, in certain
circumstances Mr. Contino may be entitled to certain additional payments, the
amount of which are generally based upon the bonus paid to Mr. Contino in the
previous year. The Employment Agreement also provides for certain perquisites
and benefits commensurate with Mr. Contino's employment as President and Chief
Executive Officer of the Company. The Employment Agreement contains provisions
requiring Mr. Contino to keep certain information with respect to the Company
confidential during his employment and for two years thereafter and provisions
providing that Mr. Contino will not compete with the Company's business for 18
months following any termination of his employment.
In December 1996, the Company entered into a Severance and Change of
Control Agreement with Mr. Caldwell. Under the terms of such Severance and
Change of Control Agreement, in the event that Mr. Caldwell is terminated
without cause within one year after a change of control of the Company, he shall
be entitled to receive an amount based upon a multiple of his last month's base
salary. Mr. Caldwell shall also be entitled to receive an amount based upon a
multiple of his last month's base salary if he remains employed during the
one-year period after such change of control and elects to terminate employment
within 30 days of the end of such one-year period.
In June 1998, the Company entered into a Severance and Change of
Control Agreement with Mr. Farnsworth. Under the terms of such Severance and
Change of Control Agreement, in the event that Mr. Farnsworth is terminated
without cause within one year after a change of control of the Company, he shall
be entitled to receive an amount based upon a multiple of his last month's base
salary.
In February 1999, the Company entered into Severance and Change of
Control Agreements with Messrs. Hammelman and Ruegger. Under the terms of such
Severance and Change of Control Agreements, in the event that any such employee
is terminated without cause within one year after a change of control of the
Company, such employee shall be entitled to receive an amount based upon a
multiple of his last month's base salary. Each such employee shall also be
entitled to receive an amount based upon a multiple of his last month's base
salary if the employee remains employed during the one-year period after such
change of control and the employee elects to terminate employment within 30 days
of the end of such one-year period.
In June 1999, the Company entered into a Severance and Change of
Control Agreement with Mr. Van der Meulen. Under the terms of such Severance and
Change of Control Agreement, in the event that Mr. Van der Meulen is terminated
without cause within one year after a change of control of the Company, he shall
be entitled to receive an amount based upon a multiple of his last month's base
salary.
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are Messrs. Evans, Malone and
Wray. No present or former executive officer of the Company serves as a member
of the Compensation Committee. Furthermore, there are no interlocking
relationships between any executive officer of the Company and any entity whose
directors or executive officers serve on the Compensation Committee.
Mr. Evans is a stockholder and director and the President and Chief
Executive Officer of Glencoe Investment Corporation ("GIC"), which is an
affiliate of an institutional investor in GGC and an institutional investor in
GreenGrass Capital II LLC, a Delaware limited liability company ("GGCII"). GGC
and GGCII are two of the three partners of GreenGrass Holdings, a Delaware
general partnership ("GreenGrass Holdings"), which beneficially owns
approximately 72% of the outstanding shares of Common Stock. Mr. Evans is also
one of the three persons appointed to the Members Operating Board
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of GGC, which entity controls voting and investment making decisions of
GreenGrass Holdings, and one of the three persons appointed to the Members
Operating Board of GGCII.
Agreement with respect to Consulting Services
Under the terms of the Management Consulting Agreement dated February
16, 1996, PlayCore pays to GIC and Desai Capital Management Incorporated
("DCMI"), affiliates of two GGC institutional investors, consulting fees in the
aggregate amount of $300,000 per year, payable in quarterly installments of
$75,000, plus reimbursement of reasonable expenses incident to their consulting
services. The Management Consulting Agreement is automatically renewed for
successive one-year terms unless either party gives notice to the other of its
intention not to renew the agreement. The consulting fee is reviewed annually by
the Board of Directors of PlayCore.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth certain information known to the
Company with respect to beneficial ownership of the PlayCore's Common Stock as
of March 31, 2000, except as otherwise noted, by (i) each stockholder known by
the Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each director of the Company, (iii) the Named Executive Officers, and (iv) all
executive officers and directors as a group. Except as otherwise noted, the
persons named in this table have sole voting and investment power with respect
to all shares of Common Stock.
Shares Beneficially Owned
-------------------------
Name of Beneficial Owner(1) Number Percent
- --------------------------- ------ -------
John E. Caldwell (2) 82,028 1.0%
Frederic L. Contino (3) 280,400 3.4%
David S. Evans (4) 6,772,655 72.1%
Robert A. Farnsworth (5) 20,000 *
GreenGrass Holdings and Related Parties (6) 6,772,655 72.1%
GGC (4,851,774 shares - 51.6%) (7)(9)(10)
GGCII (1,852,361 shares - 19.7%)(8)(9)(10)
GGM (68,520 shares - 0.7%) (11)
David H. Hammelman (12) 75,395 *
George N. Herrera (13) 20,000 *
Timothy R. Kelleher (14) 6,772,655 72.1%
Terence S. Malone (15) 62,181 *
Massachusetts Mutual Life Ins. Co. (16) 781,201 9.4%
Gary A. Massel (17) 15,000 *
Richard E. Ruegger (18) 141,448 1.8%
Thomas van der Meulen - -
Ronald D. Wray (19) 5,000 *
All executive officers and directors as a group
(12 persons) (20) 7,464,107 74.1%
- --------------------
*Less than 1%
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(1) Except as otherwise indicated, the address of each stockholder is c/o
PlayCore, Inc., Riverfront Centre, 15 West Milwaukee Street, Suite 204,
Janesville, Wisconsin 53545.
(2) Includes 80,000 shares issuable upon the exercise of stock options which
are currently exercisable.
(3) Includes 275,000 shares issuable upon the exercise of stock options that
are currently exercisable.
(4) As one of the three persons appointed to the Members Operating Board of
GreenGrass Capital LLC, a Delaware limited liability company ("GGC"), Mr.
Evans has shared control of the voting and investment making decisions of
GreenGrass Holdings, which owns 5,345,905 shares of Common Stock,
Debentures convertible into 1,376,750 shares of Common Stock, and a warrant
to purchase 50,000 shares of Common Stock. Of such securities, Mr. Evans
would be entitled to receive from GreenGrass Holdings 7,078 shares of
Common Stock, Debentures convertible into 1,545 shares of Common Stock, and
a warrant to purchase 86 shares of Common Stock under certain circumstances
as a result of his ownership of a limited partnership interest in Glencoe
Fund and Glencoe Growth Partners, L.P., and his ownership of stock in GIC.
The address of Mr. Evans is c/o Glencoe Investment Corporation, 190 South
LaSalle St., Suite 2830, Chicago, Illinois 60603.
(5) Includes 10,000 shares issuable upon the exercise of stock options which
currently exercisable.
(6) The address of GreenGrass Holdings, a Delaware general partnership
("GreenGrass Holdings"), is c/o Glencoe Investment Corporation, 190 South
LaSalle St., Suite 2830, Chicago, Illinois 60603. Includes 5,345,905 shares
of Common Stock, Debentures convertible into 1,376,750 shares of Common
Stock, and a warrant to purchase 50,000 shares of Common Stock. The general
partners of GreenGrass Holdings consist of GGC, GreenGrass Capital II LLC,
a Delaware limited liability company ("GGCII"), and Green Grass Management
LLC, a Delaware limited liability company ("GGM"). Of the 5,345,905 shares
of Common Stock owned by GreenGrass Holdings, 3,494,509 shares are
beneficially owned by GGC, 1,802,361 shares are beneficially owned by
GGCII, and 49,035 shares are beneficially owned by GGM. Of the 1,376,750
shares which GreenGrass Holdings would receive upon conversion of
Debentures, 1,357,265 shares would be beneficially owned by GGC and 19,485
shares would be beneficially owned by GGM. The 50,000 shares which
GreenGrass Holdings would receive upon exercise of the warrant would be
beneficially owned by GGCII.
(7) The members of GGC are the following institutional investors: Glencoe Fund,
Equity-Linked Investors--II, a New York limited partnership ("ELI-II"), the
State Treasurer of the State of Michigan, as Custodian for the Michigan
Public School Employee's Retirement System, the State Employees' Retirement
System, the Michigan State Police Retirement System and the Michigan Judges
Retirement System, each a trust organized by the State of Michigan to
provide pension benefits to eligible retirees (collectively, the "Michigan
Trusts"), Crescent/MACH I Partners, L.P., a Delaware limited partnership
("Crescent"), Sahara Enterprises, Inc., a Delaware corporation ("Sahara")
and Baldwin & Lyons Insurance Company, an Indiana corporation ("Baldwin").
(8) The members of GGCII are the following institutional investors: Glencoe
Growth Closely-Held Business Fund, L.P. ("Glencoe Growth"), ELI-II,
Baldwin, the Michigan Trusts, and Massachusetts Mutual Life Insurance
Company and certain of its affiliates ("MassMutual").
(9) ELI-II is a member of both GGC and GGCII. The general partner of ELI-II is
Rohit M. Desai Associates-II ("RMDA-II"). RMDA-II is a New York general
partnership and Rohit M. Desai is the managing partner of RMDA-II. The
investment advisor of ELI-II is Desai Capital Management Incorporated
("DCMI"). ELI-II may be deemed to beneficially own 2,457,781 shares of
Common Stock held by Green Grass Holdings (which represents approximately
26.2% of the outstanding Common Stock and which includes 1,926,290 shares
of Common Stock held by GreenGrass Holdings, 514,824 shares of Common Stock
issuable upon conversion of Debentures held by GreenGrass Holdings, and
16,667 shares of Common Stock issuable upon the exercise of the warrant
held by GreenGrass Holdings which it may be entitled to receive under
certain circumstances as a
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member of GGC and GGCII). RMDA-II (as the general partner of ELI-II), DCMI
(as the investment advisor to ELI-II), and Rohit M. Desai each may be
deemed to be the beneficial owner of securities beneficially owned by
ELI-II. The address of ELI-II and its affiliates identified above is 540
Madison Avenue, 36th Floor, New York, New York 10022.
(10) The Michigan Trusts are members of both GGC and GGCII. As a result, the
Michigan Trusts may be deemed to beneficially own 2,457,781 shares of
Common Stock held by GreenGrass Holdings (which represents approximately
26.2% of the outstanding shares of Common Stock and includes 1,926,290
shares of Common Stock held by GreenGrass Holdings, 514,824 shares of
Common Stock issuable upon conversion of Debentures held by GreenGrass
Holdings, and 16,667 shares of Common Stock issuable upon the exercise of
the warrant held by GreenGrass Holdings which they may be entitled to
receive under certain circumstances as members of GGC and GGCII). The
address of the Michigan Trusts is 430 West Allegan Street, Lansing,
Michigan 48901.
(11) The members of GGM are the following former and current officers of
PlayCore: Messrs. Ruegger, Cole, Hammelman, Beebe and Jonas.
(12) Consists of 75,395 shares of Common Stock issuable upon the exercise of
stock options which are currently exercisable. Excludes 4,290 shares of
Common Stock and Debentures convertible into 1,705 shares of Common Stock
held by GreenGrass Holdings which securities, as a member of GGM may be
deemed to beneficially own because Mr. Hammelman would receive such
securities under certain circumstances (including upon termination of his
employment). Mr. Hammelman expressly disclaims beneficial ownership of any
other securities of PlayCore held by GreenGrass Holdings because he neither
is a controlling member of GGM nor has investment control of the portfolio
securities of either GGM or GreenGrass Holdings.
(13) Consists of 20,000 shares of Common Stock issuable upon exercise of stock
options which are currently exercisable.
(14) As one of the three persons appointed to the Members Operating Board of
GGC, Mr. Kelleher has shared control of the voting and investment making
decisions of GreenGrass Holdings, which owns 5,345,905 shares of Common
Stock, Debentures convertible into 1,376,750 shares of Common Stock, and a
warrant to purchase 50,000 shares of Common Stock. The address of Mr.
Kelleher is c/o Desai Capital Management Incorporated, 540 Madison Avenue,
36th Floor, New York, New York 10022.
(15) Includes 61,934 shares issuable upon the exercise of stock options which
are currently exercisable.
(16) The address of Massmutual is 1295 State Street, Springfield, MA 01111-0001.
Includes 297,834 shares of Common Stock issuable upon the exercise of
warrants which are currently exercisable, and 41,271 shares issuable upon
the exercise of a warrant held by MassMutual Corporate Value Partners
Limited (of which an affiliate of MassMutual is a Partner), which warrant
is currently exercisable. Also includes 430,163 shares of Common Stock and
11,933 shares issuable upon the exercise of a warrant held by GreenGrass
Holdings which securities, as a member of GGCII, MassMutual may be deemed
to beneficially own because it would receive such securities under certain
circumstances. MassMutual disclaims beneficial ownership of any other
securities of PlayCore held by GreenGrass Holdings because it neither is a
controlling member of GGCII nor has investment control of the portfolio
securities of either GGCII or GreenGrass Holdings. Also excludes 296,274
shares issuable upon the exercise of warrants held by certain of its
affiliates, including MassMutual Corporate Investors, MassMutual
Participating Investors, and MassMutual Corporate Value Partners Limited,
because the investments of such affiliates are held for the benefit of
unrelated third parties.
(17) Consists of 15,000 shares issuable upon the exercise of stock options which
are currently exercisable.
(18) Consists of 141,448 shares of Common Stock issuable upon the exercise of
stock options which are currently exercisable. Excludes 49,035 shares of
Common Stock and Debentures convertible into 19,485 shares of Common Stock
which Mr. Ruegger may be deemed to beneficially own as sole manager and the
controlling member of GCM, which indirectly beneficially owns such
securities as a general partner of GreenGrass
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Holdings, including 32,673 shares of Common Stock and Debentures
convertible into 12,985 shares of Common Stock held by GreenGrass Holdings
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.
(19) Consists of 5,000 shares issuable upon the exercise of stock options which
are currently exercisable.
(20) This group is comprised of the following executive officers: Messrs.
Caldwell, Contino, Farnsworth, Hammelman, Ruegger and Van der Meulen; and
the following non-employee directors: Messrs. Evans, Herrera, Kelleher,
Malone, Massel and Wray. Includes Debentures convertible into 1,376,750
shares of Common Stock and a warrant to purchase 50,000 shares of Common
Stock, all of which are held by GreenGrass Holdings, and 785,127 shares
issuable to certain executive officers and directors upon the exercise of
stock options which are currently exercisable.
Item 13 - Certain Relationships and Related Party Transactions
----------------------------------------------------
In addition to the matters described under the heading "Compensation
Committee Interlocks and Insider Participation" under Item 11 of this report,
PlayCore has been party to certain other related party transactions which are
described below.
Agreement with respect to Election of Directors
Under the terms of a Transaction Agreement dated January 4, 1996, as
amended, pursuant to which Green Grass Holdings acquired it's equity holdings in
PlayCore, GreenGrass Holdings is entitled to designate five members of the Board
of Directors of PlayCore (Mr. Contino is not counted as one of such five
directors). To date, GreenGrass Holdings has designated four current directors,
Messrs. Evans, Herrera, Kelleher and Wray.
Registration Rights
Under certain agreements, Code Hennessy & Simons Limited Partnership,
formerly a significant investor in PlayCore, GreenGrass Holdings and certain of
their associates, and various officers and directors and, in some cases, their
spouses or trusts for their benefit or the benefit of their children, were
granted certain rights to have shares of Common Stock registered and/or included
in registrations initiated by PlayCore or its stockholders (the "registration
rights"). Expenses incurred in connection with the exercise of such registration
rights shall be, subject to limited exceptions, borne by the Company.
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SIGNATURE
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Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PLAYCORE, INC.
Date: April 21, 2000 By /s/ Richard E. Ruegger
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Richard E. Ruegger
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
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