Filed On 11/21/96 · SEC File 5-42108 · Accession Number 898430-96-5517
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
11/21/96 Hancock Park Assoc II LP Et Al SC 13D 9:29 Leslies Poolmart Inc Donnelley R R & S..05/FA
Brian P. McDermott
Greg Fourticq
Hancock Park Associates II LP Et Al
Hancock Park Associates II, L.P.
Liberty West Partners
Michael J. Fourticq
Richard H. Hillman
Robert D. Olsen
General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 15 75K
2: EX-1 Letter, Dated 11-11-96 From Hpa Ii to Issuer 1 10K
3: EX-2 Press Release Dated 11-12-96 2 13K
4: EX-3 Joint Filing Agreement Dated 11-20-96 1 8K
5: EX-4 Power of Attorney of Michael J. Fourticq 2± 10K
6: EX-5 Power of Attorney of Greg Fourticq 2± 10K
7: EX-6 Power of Attorney of Liberty 2± 11K
8: EX-7 Power of Attorney of Richard H. Hillman 2± 11K
9: EX-8 Power of Attorney of Robert D. Olsen 2± 11K
EX-2 · Press Release Dated 11-12-96
[LETTERHEAD OF LESLIE'S(TM)]
EXHIBIT 2
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CONTACT: Brian P. McDermott
President & C.E.O.
818/993-4212
Robert D. Olsen
Chief Financial Officer
818/993-4212
FOR IMMEDIATE RELEASE
---------------------
LESLIE'S POOLMART ANNOUNCES IT HAS RECEIVED
AN OFFER TO ACQUIRE OUTSTANDING SHARES
CHATSWORTH, California, November 12, 1996 -- Leslie's Poolmart (the
"Company") (NASDAQ/LESL) today announced that it has received an offer from
Hancock Park Associates II, L.P. ("Hancock Park"), a partnership consisting of
Michael J. Fourticq and Brian P. McDermott, the Chairman of the Board and Chief
Executive Officer, respectively, of the Company, to acquire in a cash merger all
the outstanding shares of Common Stock of the Company for a cash purchase price
of $14.50 per share. The Company currently has approximately 6,550,000 shares of
Common Stock outstanding and 960,000 shares subject to employee and director
stock options.
The proposed acquisition would be effected through a transaction between
the Company and a newly organized corporation that will be owned and controlled
by Hancock Park. Certain of the directors of the Company and certain of their
affiliated entities would also be stockholders of the new corporation. Hancock
Park indicated that certain additional officers of the Company will also be
invited to invest in the new corporation. Some of the Company shares held by Mr.
Fourticq and Mr. McDermott and the other participants in the new corporation
would also be cashed out along with the shares of the other Company stockholders
in the merger.
The offer from Hancock Park is conditioned upon, among other things, the
receipt by Hancock Park of sufficient and satisfactory financing in order to
complete the transaction, approval of the transaction by the Board of Directors
of the Company and receipt by the Board of Directors of an opinion of an
independent investment banking firm that the $14.50 per share price is fair to
the Company stockholders from a financial point of view.
Page 17 of 24
-2-
The Company announced that it had also received preliminary indications of
interest from two other firms to acquire the Company in a cash-for-shares
transaction at prices equal to or less than the Hancock Park offer. Such
indications of interest contemplate that certain members of the Company's
management would participate as stockholders of the acquiring company, and are
subject to significant contingencies, including due diligence and financing.
The Board stated that the Company has been engaged in a process of evaluating
alternatives to maximize shareholder value with the assistance of a financial
advisor, and that the offer, as well as the indications of interest from the
other parties, have arisen as a result of that process.
The Company also announced that it has expanded its Board of Directors to
include Dann Angeloff and Clarence Schmitz. Mr. Angeloff is President of The
Angeloff Company, a corporate financial advisory firm based in Los Angeles,
California. Mr. Schmitz is Executive Vice President of Jefferies & Company,
Inc., a Los Angeles, California-based investment banking firm. To accommodate
the addition of the two new board members, Mr. Murray Dashe has resigned his
position as a Director, but will remain in his role as the Company's Chief
Operating Officer.
The Company explained that a special committee of its Board of Directors,
comprised of Mr. Angeloff and Mr. Schmitz, has been established to consider the
Hancock Park offer, the two indications of interest, and any other proposals
which may be received. The special committee is empowered to evaluate and
negotiate such proposals and to make a recommendation to the Board of Directors
with respect to any proposed transaction. Neither member of the special
committee would have any financial or other interest in the acquiring companies
for any of the possible transactions under consideration. There can be no
assurance that any transaction will be consummated.
Founded in 1963, Leslie's Poolmart is the country's leading specialty
retailer of swimming pool supplies and related products. The Company currently
markets its products through 259 retail stores in 27 states and a nationwide
mail-order catalog.
18 of 24
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
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| This SC 13D Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 11/12/96 | | 1 | | | | | 10-Q |
| Filed On / Filed As Of | | 11/21/96 |
| |
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