<PAGE> 1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PLAYCORE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
72811G 102
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael S. Shein
c/o PlayCore Holdings, Inc.
717 Fifth Avenue, 23rd Floor
New York, New York 10022
(212) 521-5500
Copy to:
Russell W. Parks, Jr., Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
(202) 887-4000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- --------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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> 2
CUSIP NO. 72811G 102
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Jasdrew Acquisition Corp.; 13-4110382
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) SC,AF,BK,OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 8,471,577 (1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 8,471,577 (1)
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,471,577 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.4% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
(1) Beneficial ownership of these shares is being reported as a result
of the execution by PlayCore Holdings, Inc. ("Parent"), its wholly
owned subsidiary, Jasdrew Acquisition Corp. ("Acquisition
Company") and PlayCore, Inc. (the "Company") of a Merger
Agreement, dated as of April 13, 2000 (the "Merger Agreement") and
execution of the PlayCore Purchase Agreements (as defined below)
in connection herewith. Pursuant to the Merger Agreement, the
Company, PlayCore Holdings, L.L.C. ("Holdings"). Parent and
Acquisition Company commenced a joint Tender Offer for all of the
shares ("Shares") of the Company's Common Stock (the "Offer"), and
certain agreements (the "Securities Purchase Agreements") were
executed by Parent and Acquisition Company with certain holders of
securities of the Company under which Acquisition Company has the
right to acquire 8,471,577 Shares. In addition, the Company has
granted to Acquisition Company an option (the "Acquisition Company
Option") pursuant to a Stock Option Agreement (the "Stock Option
Agreement") to acquire from the Company in certain circumstances a
sufficient number of Shares (the "Acquisition Company Option
Shares") that, when taken together with all other outstanding
Shares to be acquired by Acquisition Company pursuant to the Offer
and the Securities Purchase Agreements (such agreements,
collectively with the Stock Option Agreement, the "PlayCore
Purchase Agreements"), will enable the Company to acquire 90% of
the outstanding Shares.
(2) Percentage is 90% assuming exercise of the Stock Option Agreement.
1
<PAGE> 3
CUSIP NO. 72811G 102
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
PlayCore Holdings, Inc.; 13-4110383
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) SC,AF,BK,OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 8,471,577 (1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 8,471,577 (1)
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,471,577 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.4% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
(1) Beneficial ownership of these Shares is being reported
as a result of the execution of the Merger Agreement and the
Playcore Purchase Agreements.
(2) Percentage is 90% assuming exercise of the Stock Option Agreement.
2
<PAGE> 4
CUSIP NO. 72811G 102
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
PlayCore Holdings, L.L.C.; 13-4110385
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) SC,AF,BK,OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 8,471,577 (1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 8,471,577 (1)
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,471,577 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.4% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
(1) PlayCore Holdings, L.L.C. owns all of the outstanding shares of
Parent, which, in turn, owns all of the outstanding shares of
Acquisition Company. Beneficial ownership of these Shares is being
reported as a result of the execution of the Merger Agreement and
the PlayCore Purchase Agreements.
(2) Percentage is 90% assuming exercise of the Stock Option Agreement.
3
<PAGE> 5
CUSIP NO. 72811G 102
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Todd R. Berman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) SC,AF,BK,OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 8,471,577(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 8,471,577(1)
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,471,577 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.4% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
(1) Todd R. Berman along with Michael S. Shein are the Managers of
Holdings and each has voting power and dispositive power over all
securities held by Holdings. Holdings owns all of the outstanding
shares of Parent, which, in turn, owns all of the outstanding
shares of Acquisition Company. Beneficial ownership of these
shares is being reported as a result of the execution of the
Merger Agreement and the PlayCore Purchase Agreements.
(2) Percentage is 90% assuming exercise of the Stock Option Agreement.
4
<PAGE> 6
CUSIP NO. 72811G 102
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Michael S. Shein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) SC,AF,BK,OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 8,471,577(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 8,471,577(1)
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,471,577 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.4% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
(1) Michael S. Shein along with Todd R. Berman are the Managers of
Holdings and each has voting power and dispositive power over all
securities held by Holdings. Holdings owns all of the outstanding
shares of Parent, which, in turn, owns all of the outstanding
shares of Acquisition Company. Beneficial ownership of these
shares is being reported as a result of the execution of the
Merger Agreement and the PlayCore Purchase Agreements.
(2) Percentage is 90% assuming exercise of the Stock Option Agreement.
5
<PAGE> 7
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement" or this "Schedule
13D") relates to the common stock, par value $.01 per share (the "Company Common
Stock"), of PlayCore, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 15 West Milwaukee
Street, Suite 204 Janesville, Wisconsin 53545.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by: (i) Jasdrew Acquisition Corp., a
Delaware corporation ("Acquisition Company") and a wholly owned subsidiary of
Parent (as defined herein), (ii) PlayCore Holdings, Inc., a Delaware corporation
("Parent") and a wholly owned subsidiary of Holdings (as defined herein), and
(iii) PlayCore Holdings, L.L.C. a Delaware limited liability company
("Holdings") (iv) Todd R. Berman and (v) Michael S. Shein. The name, business
address, present principal occupation and citizenship of each executive officer
and director of Acquisition Company and Parent, the managers of Holdings and
Messrs. Berman and Shein are set forth on Schedule A hereto which is
incorporated herein by this reference.
The principal occupation of each of Acquisition Company, Parent and
Holdings is holding company.
The business address of each of Acquisition Company, Parent and
Holdings is 717 Fifth Avenue, 23rd Floor, New York, New York 10022.
During the last five years, none of Mr. Berman, Mr. Shein, Acquisition
Company, Parent or Holdings has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any of them been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 13, 2000, Acquisition Company and Parent entered into a Stock
Purchase Agreement (the "Stock Agreement") with the Company and its majority
stockholder whereby Acquisition Company agreed to purchase all of the
outstanding securities of the Company held by the Company's majority
stockholder, including all warrants and convertible debentures at a cash price
equal to Offer Price (defined below) on an as exercised or converted basis. The
Stock Agreement was executed concurrently with an Agreement and Plan of Merger
(the "Merger Agreement") by and among the Company, Acquisition Company and
Parent, pursuant to which Acquisition Company, Parent, Holdings and the Company
on April 20, 2000 commenced an offer (the "Offer") to purchase all of the
outstanding shares of Company Common Stock at a purchase price of $10.10 net per
share in cash (the "Offer Price").
In addition, (i) the Company, its wholly owned subsidiary, PlayCore
Wisconsin, Inc. ("PlayCore Wisconsin") and Acquisition Company entered into an
agreement with the Company's other warrant holders to purchase all outstanding
warrants for consideration equal to $10.10 per share less the exercise price of
the warrants; (ii) certain holders of stock options of the Company entered into
Option Exercise/Cancellation Agreements with the Company and Acquisition Company
pursuant to which, among other matters, the option holders agreed either to
exercise all of their options and sell to Acquisition Company all of their
shares of Company Common Stock issued upon such exercise for consideration equal
to $10.10 per share or to exchange their options as provided in the Merger
Agreement, and to tender in the Offer all shares of Company Common Stock owned
by them; and (iii) the Company granted to Acquisition Company an option pursuant
to a Stock Option Agreement (the "Stock Option Agreement" and collectively with
the agreements identified in clauses (i) to (iii) above, the "PlayCore"
Purchase Agreements") to acquire from the Company in certain circumstances a
sufficient number of shares of Company Common Stock to enable the merger
contemplated by the Merger Agreement (the "Merger") to be a short-form merger
under Section 253 of the Delaware General Corporation Law (the "Short Form
Requirement").
The purchase of shares pursuant to the PlayCore Purchase Agreements,
the Merger, the Offer and the related transactions (collectively, the
"Transactions") will be financed partially through the following: (i) a Senior
Credit Facility, dated as of April 13, 2000, among Acquisition Company, the
Company, certain of the Company's subsidiaries, including PlayCore Wisconsin, as
borrower, and General Electric Capital Corporation, Credit Agricole Indosuez and
certain other lenders (the "Senior Credit Facility"); and (ii) a Purchase
Agreement, dated as of April 13, 2000, among Parent, the Company, certain of the
Company's subsidiaries,
6
<PAGE> 8
including PlayCore Wisconsin as issuer, and GS Mezzanine Partners II, L.P. and
GS Mezzanine Partners Offshore II, L.P., investments funds affiliated with The
Goldman Sachs Group, Inc. (collectively with the Senior Credit Facility, the
"Financing Agreements") A portion of the proceeds from the Financing Agreements
will be loaned by PlayCore Wisconsin to Acquisition Company if the Short Form
Requirement is met or the Company (if the Short Form Requirement is not met)
pursuant to the terms of a Loan Agreement among the Company, Acquisition Company
and PlayCore Wisconsin dated as of April 13, 2000. The remainder of the funds
necessary to fund the Transactions will be in the form of a capital contribution
from Parent to Acquisition Company. It is estimated that the total amount of
funds necessary to fund the Transactions will be approximately $207.5 million.*
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 3 of this Statement is incorporated
herein by reference. The purpose of the Transactions is to enable Parent to
acquire the entire equity interest in the Company in a transaction in which the
holders of the Company Common Stock are entitled to have their equity interest
in the Company purchased or extinguished in exchange for cash in the amount of
$10.10 net per share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 4 of this Statement is incorporated
herein by reference. As of April 19, 2000, there were 7,960,304 shares of
Company Common Stock issued and outstanding, 1,514,590 shares of Company Common
Stock reserved for issuance upon conversion of the Company's outstanding
convertible debentures, 685,370 shares of Company Common Stock reserved for
issuance upon exercise of the Company's outstanding warrants and 1,287,893
shares of Company Common Stock issuable upon the exercise of the Company's
outstanding options.
Upon the closing of the Transactions, Acquisition Company will be
merged with and into the Company and Parent will own all of the issued and
outstanding Company Common Stock. Parent is wholly owned by Holdings. Messrs.
Bowman and Sherman are the Managers of Holdings.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information contained in Items 3, 4 and 5 of this Statement is
incorporated herein by reference. Except as set forth in Items 3 and 4 of this
Statement and below there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies. Pursuant to the Stock Agreement, a stockholder of the Company
granted to Acquisition Company an irrevocable proxy to vote, until the earlier
of the effective time of the Merger 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 Agreement and the Transactions): (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); (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 of directors of the
Company; (vi) any change in the present capitalization of the Company or
amendment of 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. Acquisition Company and an
affiliate of Acquisition Company entered into a Letter Agreement, dated April
13, 2000, pursuant to which Acquisition Company is, and immediately following
the effectiveness of the Merger, PlayCore Wisconsin will be, obligated to pay
the affiliate an advisory fee equal to 1% of the total capitalization of
Acquisition Company and the Company (including the funded debt under the
Financing Agreements and funded equity), plus reimbursement for fees and
expenses (including attorneys' fees) incurred with respect to the Transactions,
in cash upon consummation of the Transactions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this Schedule 13D:
Exhibit No.
1. Agreement and Plan of Merger, dated as of April 13, 2000, by
and among PlayCore, Inc., PlayCore Holdings, Inc. and Jasdrew
Acquisition Corp. (incorporated by reference to Exhibit (d)(i) to
Schedule TO of Acquisition Company, Parent, Holdings and the
Company, filed April 21, 2000).
2. Stock Purchase Agreement, dated as of April 13, 2000, by and
among PlayCore, Inc., PlayCore Holdings, Inc., Jasdrew
Acquisition Corp. and GreenGrass Holdings (incorporated by
reference to Exhibit (d)(ii) to Schedule TO of Acquisition
Company, Parent, Holdings and the Company, filed April 21, 2000).
3. Stock Option Agreement, dated as of April 13, 2000, by and among
PlayCore, Inc., PlayCore Holdings, Inc. and Jasdrew Acquisition
Corp. (incorporated by reference to Exhibit (d)(iii) of Schedule
TO of Acquisition Company, Parent, Holdings and the Company,
filed April 21, 2000).
* Includes funds necessary to acquire securities pursuant to the PlayCore
Purchase Agreements, acquire shares in the Offer, consummate the Merger,
refinance the Company's indebtedness and pay certain fees and expenses in
connection therewith.
7
<PAGE> 9
4. Credit Agreement, dated as of April 13, 2000, among PlayCore
Wisconsin, Inc., as borrower, PlayCore, Inc., Jasdrew Acquisition
Corp. and Heartland Industries, Inc. (DE), as guarantors, and the
lenders signatory thereto from time to time, General Electric
Capital Corporation, as Administrative Agent and a Lender, and
Credit Agricole Indosuez, as Documentation Agent and a Lender
(incorporated by reference to Exhibit (b)(i) to Schedule TO of
Acquisition Company, Parent, Holdings and the Company, filed
April 21, 2000).
5. Purchase Agreement, dated as of April 13, 2000, among PlayCore
Wisconsin, Inc., as issuer, PlayCore, Inc., PlayCore Holdings,
Inc. and Heartland Industries, Inc. (DE), as guarantors, and GS
Mezzanine Partners II, L.P. and GS Mezzanine Partners Offshore
II, L.P. (incorporated by reference to Exhibit (b)(ii) to
Schedule TO of Acquisition Company, Parent, Holdings and the
Company, filed April 21, 2000).
6. Form of Option Exercise/Cancellation Agreement, dated as of April
13, 2000 by and among Jasdrew Acquisition Corp., PlayCore, Inc.
and each of Terence Malone, George Herrera, Gary Massel and
Ronald Wray, including the securities ownership schedules thereto
(incorporated by reference to Exhibit (d)(v) to Schedule TO of
Acquisition Company, Parent, Holdings and the Company, filed
April 21, 2000).
7. Form of Option Exercise/Cancellation Agreement, dated as of April
13, 2000, by and Jasdrew Acquisition Corp., PlayCore, Inc. and
each of Frederic Contino, John Caldwell, Curtis Cole, Richard
Ruegger, David Hammelman, Lori Wetzel, Thomas Norquist, Richard
Kuhn, Wesley Sutton, Robert Farnsworth and Thomas van der Meulen,
including the securities ownership schedules thereto
(incorporated by reference to Exhibit (d)(vi) to Schedule TO of
Acquisition Company, Parent, Holdings and the Company, filed
April 21, 2000).
8. Loan Agreement, dated April 13, 2000, by and among Jasdrew
Acquisition Corp., PlayCore, Inc. and PlayCore Wisconsin, Inc.
(incorporated by reference to Exhibit (b)(iii) to Schedule TO of
Acquisition Company, Parent, Holdings and the Company, filed
April 21, 2000).
9. Purchase, Waiver and Consent Agreement, dated as of April 13,
2000, by and among Massachusetts Mutual Life Insurance Company,
MassMutual Corporate Investors, MassMutual Participation
Investors, MassMutual Corporate Value Partners Limited, Gerlach &
Co., PlayCore, Inc. PlayCore Wisconsin, Inc. and Jasdrew
Acquisition Corp. (incorporated by reference to Exhibit (d)(iv)
to Schedule TO of Acquisition Company, Parent, Holdings and the
Company, filed April 21, 2000).
10. Joint Filing Agreement.
11. Letter Agreement, dated April 13, 2000, by and between Chartwell
Investments II LLC and Jasdrew Acquisition Company (incorporated
by reference to Exhibit (d)(xiv) to Schedule TO of Acquisition
Company, Parent, Holdings and the Company, filed April 21, 2000).
8
<PAGE> 10
Signature
After reasonable 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.
JASDREW ACQUISITION CORP.
By: /s/ Michael S. Shein
-----------------------------------------
Name: Michael S. Shein
-----------------------------------------
Title: Vice President
-----------------------------------------
Dated: April 24, 2000
-----------------------------------------
PLAYCORE HOLDINGS, INC.
By: /s/ Michael S. Shein
-----------------------------------------
Name: Michael S. Shein
-----------------------------------------
Title: Vice President
-----------------------------------------
Dated: April 24, 2000
-----------------------------------------
PLAYCORE HOLDINGS, L.L.C.
By: /s/ Michael S. Shein
-----------------------------------------
Name: Michael S. Shein
-----------------------------------------
Title: Manager
-----------------------------------------
Dated: April 24, 2000
-----------------------------------------
TODD R. BERMAN
/s/ Todd R. Berman
-----------------------------------------
MICHAEL S. SHEIN
/s/ Michael S. Shein
-----------------------------------------
9
<PAGE> 11
SCHEDULE A
The directors and executive officers of Jasdrew Acquisition Corp. and PlayCore
Holdings, Inc. are as follows:
<TABLE>
<CAPTION>
Name, Title and Business Address Present Principal Occupation/Citizenship
<S> <C>
Todd R. Berman, Director and President President of Chartwell Investments II LLC/United States
717 Fifth Avenue, 23rd Floor
New York, New York 10022
Michael S. Shein, Director and Vice President, Secretary Managing Director of Chartwell Investments II
and Treasurer LLC/United States
717 Fifth Avenue, 23rd Floor
New York, New York 10022
Jeffrey R. Larsen, Vice President and Associate, Chartwell Investments II LLC/United States
Assistant Secretary
717 Fifth Avenue, 23rd Floor
New York, New York 10022
</TABLE>
The managers of PlayCore Holdings, L.L.C are as follows:
<TABLE>
<CAPTION>
Name, Title and Business Address Present Principal Occupation/Citizenship
<S> <C>
Todd R. Berman, Manager President of Chartwell Investments II LLC/United States
717 Fifth Avenue, 23rd Floor
New York, New York 10022
Michael S. Shein, Manager Managing Director of Chartwell Investments II
717 Fifth Avenue, 23rd Floor LLC/United States
New York, New York 10022
</TABLE>
Exhibit 10. Joint Filing Agreement
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that the Statement on Schedule
13D with respect to the Common Stock, par value $.01 per share, of PlayCore,
Inc., to which the Agreement is attached as Exhibit 10, is (and, in the case of
amendments, will be) filed on behalf of each of us. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
24th day of April, 2000.
JASDREW ACQUISITION CORP
By: /s/ MICHAEL S. SHEIN
----------------------------------
Name: Michael S. Shein
----------------------------------
Title: Vice President
----------------------------------
Dated: April 24, 2000
----------------------------------
PLAYCORE HOLDINGS, INC.
By: /s/ MICHAEL S. SHEIN
----------------------------------
Name: Michael S. Shein
----------------------------------
Title: Vice President
----------------------------------
Dated: April 24, 2000
----------------------------------
PLAYCORE HOLDINGS, L.L.C.
By: /s/ MICHAEL S. SHEIN
----------------------------------
Name: Michael S. Shein
----------------------------------
Title: Manager
----------------------------------
Dated: April 24, 2000
----------------------------------
TODD R. BERMAN
/s/ TODD R. BERMAN
-----------------------------------------
MICHAEL S. SHEIN
/s/ MICHAEL S. SHEIN
-----------------------------------------
10
