SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
SECTION 13(E)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
PLAYCORE, INC.
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(Name of Subject Company)
JASDREW ACQUISITION CORP.
PLAYCORE HOLDINGS, INC.
PLAYCORE HOLDINGS, L.L.C.
CHARTWELL INVESTMENTS II LLC
PLAYCORE, INC.#
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(Name of Offerors Filing Schedule)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
72811G 10 2
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(CUSIP Number of Class of Securities)
Frederic Contino, President and Chief Executive Officer
PlayCore, Inc.
Riverfront Centre, Suite 204
15 West Milwaukee Street
Janesville, Wisconsin 53545
(608) 741-7183
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
With a copy to:
Benjamin F. Garmer, III Russell W. Parks, Jr.
Foley & Lardner Akin, Gump, Strauss, Hauer & Feld, L.L.P.
777 East Wisconsin Avenue 1333 New Hampshire Avenue, N.W., Suite 400
Milwaukee, Wisconsin 53202-5367 Washington, DC 20036
(414) 271-2400 (202) 887-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee*
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$29,022,421 $5,805
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* Estimated for purposes of calculating amount of filing fee only. This amount
assumes the purchase of all outstanding shares of common stock (the
"Shares") of PlayCore, Inc. (the "Company") at the tender offer price of
$10.10 per Share, except for Shares that are covered by agreements
(collectively, the "Purchase Agreements") entered into by Jasdrew
Acquisition Corp., PlayCore Holdings, Inc. or the Company pursuant to which
the holders of Shares (or securities convertible into Shares) have agreed
not to tender such Shares (or securities convertible into Shares). As of
April 13, 2000, there were (1) 2,614,399 Shares issued and outstanding that
were not covered by Purchase Agreements, (2) unexercised options not covered
by Purchase Agreements to acquire 121,268 Shares with an exercise price of
less than $10.10 per Share under one of the Company's stock option plans and
(3) outstanding convertible debentures not covered by Purchase Agreements
which were convertible into 137,840 Shares at a conversion price of less
than $10.10 per Share. Based on the foregoing, the transaction value is
equal to the product of (1) the sum of 2,614,399 Shares not covered by
Purchase Agreements, 121,268 Shares subject to options to purchase Shares
with an exercise price of less than $10.10 per Share not covered by Purchase
Agreements, and 137,840 Shares issuable upon conversion of convertible
debentures with a conversion price of less than $10.10 per Share not covered
by Purchase Agreements, and (2) $10.10 per Share. The amount of the filing
fee, calculated in accordance with Section 14(g) and Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the value of the transaction.
<PAGE>
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previous Paid: $5,805 Filing Parties: Jasdrew Acquisition Corp.
PlayCore Holdings, Inc.
PlayCore Holdings, L.L.C.
PlayCore, Inc.
Form or Registration No.: Schedule TO Date Filed: April 20, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Checkthe appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
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# Only PlayCore, Inc. is deemed to be a Rule 13e-3 filing person. Jasdrew
Acquisition Corp., PlayCore Holdings, Inc., PlayCore Holdings, L.L.C. and
Chartwell Investments II LLC are filing persons only for purposes of Rule
14d-1.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on April 20,
2000 and Amendment No. 1 thereto ("Amendment No. 1") filed with the Securities
and Exchange Commission on May 11, 2000 (as amended by Amendment No. 1, the
"Schedule TO") by PlayCore, Inc., a Delaware corporation (the "Company"),
PlayCore Holdings, L.L.C., a Delaware limited liability company ("Holdings"),
PlayCore Holdings, Inc., a Delaware corporation ("Parent"), Jasdrew Acquisition
Corp., a Delaware corporation ("Acquisition Company") and Chartwell Investments
II LLC, a Delaware limited liability company ("Chartwell"). Acquisition Company,
Holdings, Parent, Chartwell and the Company are referred to herein as the
"Offerors." The Schedule TO relates to the offer by the Offerors to purchase all
of the outstanding shares of the Company's common stock, par value $0.01 per
share, at a price of $10.10, net to the seller in cash, without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated April 20, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (the "Letter of Transmittal"); which, as each may be amended and
supplemented from time to time, together constitute the "Offer."
ALL ITEMS.
On May 18, 2000, upon the expiration of the Offer, Acquisition Company
delivered written notice to First Chicago Trust Company of New York, as Payment
Agent, accepting for payment 2,587,013 shares of common stock of the Company
validly tendered in the offer.
ITEM 12.
The additional exhibits listed in the accompanying Exhibit Index are
hereby added to the exhibits referenced in Item 12 of the Schedule TO.
ITEM 13.
The information in this Amendment No. 2 is generally incorporated by
reference with respect to Item 13 of the Schedule TO to the extent responsive to
or required by Schedule 13E-3.
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<PAGE>
SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 19, 2000 PlayCore, Inc.
By: /s/ Richard E. Ruegger
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Richard E. Ruegger
Chief Financial Officer
Jasdrew Acquisition Corp.
By: /s/ Michael S. Shein
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Michael S. Shein
Vice President
PlayCore Holdings, Inc.
By: /s/ Michael S. Shein
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Michael S. Shein
Vice President
PlayCore Holdings, L.L.C.
By: /s/ Michael S. Shein
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Michael S. Shein
Manager
Chartwell Investments II LLC
By: /s/ Michael S. Shein
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Michael S. Shein
Managing Director
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<PAGE>
EXHIBIT INDEX
(a)(5)(ix) Press Release of the Company dated May 19, 2000.
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FOR IMMEDIATE RELEASE
FRIDAY, MAY 19, 2000
CHARTWELL CLOSES PLAYCORE ACQUISITION
New York, May 19, 2000 - Chartwell Investments II LLC announced today that its
affiliate has accepted for purchase 2,587,013 shares of common stock of
PlayCore, Inc. (AMEX: PCO) tendered under the $10.10 per share cash tender offer
which expired May 18, 2000 at 5:00 p.m. Eastern, constituting over 94% of the
outstanding shares of PlayCore, Inc. not owned by affiliates. GreenGrass
Holdings, an affiliate of Glencoe Capital and PlayCore's majority stockholder,
will sell all of its shares of PlayCore common stock to the Chartwell affiliate.
GreenGrass Holdings owns approximately 72 percent of the outstanding shares of
PlayCore. Over 98% of the outstanding shares of common stock of PlayCore were
purchased in the tender offer or acquired from GreenGrass.
The publicly held shares of PlayCore common stock that were not purchased in the
tender offer, constituting less than 2% of the outstanding shares, will be
acquired in a "short form" merger transaction on May 19, 2000 at the same $10.10
per share cash price.
The aggregate consideration in the transactions, including repayment of debt,
totaled approximately $200 million.
PlayCore, Inc. is a leading playground equipment and backyard products company
with three principal operating units: commercial play, consumer play and
backyard wooden storage buildings. GameTime, PlayCore's commercial products
division, is one of the largest manufacturers and marketers of modular and
custom commercial outdoor and indoor playground equipment in the world.
Swing-N-Slide, PlayCore's consumer products division, is the leader in the U.S.
for do-it-yourself wooden playground equipment. PlayCore subsidiary Heartland
Industries is a leading manufacturer and marketer of installed backyard wooden
storage buildings and premium consumer playground systems.
Chartwell Investments is a New York City-based private equity firm, which
invests in growth financings and management buy-outs of middle market companies.
AT THE COMPANY: AT CHARTWELL INVESTMENTS II LLC:
Richard Ruegger Todd Berman
VP Finance/CFO President
(608) 741-7183 (212) 521-5500
