-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IesMHvdVup8yblHxdI84kA2YSizR9Dcag6L3j+mh2RVzkFEo0yYEGmPYHl5vfqHr 3olu10vEJQVP+3R+KVOkog== 0000931763-01-500780.txt : 20010530 0000931763-01-500780.hdr.sgml : 20010530 ACCESSION NUMBER: 0000931763-01-500780 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010529 ITEM INFORMATION: FILED AS OF DATE: 20010529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAMECO CORP CENTRAL INDEX KEY: 0001036283 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 510287654 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12837 FILM NUMBER: 1649815 BUSINESS ADDRESS: STREET 1: 1000 CENTER PL CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7707980700 MAIL ADDRESS: STREET 1: 1000 CENTER PLACE CITY: NORCROSS STATE: GA ZIP: 30093 FORMER COMPANY: FORMER CONFORMED NAME: NEW PAMECO GEORGIA CORP DATE OF NAME CHANGE: 19970326 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 29, 2001 (March 6, 2001) ---------------------------- Date of Report (Date of Earliest Event Reported) Pameco Corporation ------------------ (Exact Name of Registrant as Specified in Charter) Delaware 001-12837 51-0287654 -------- --------- ---------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 651 Corporate Circle Golden, Colorado 80401 ----------------------- (Address of Principal Executive Offices and Zip Code) (303) 568-1200 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release, dated May 29, 2001, of Pameco Corporation, announcing that Pameco Corporation was acquired by Littlejohn Fund II, L.P. and Quilvest American Equity, Ltd. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 29, 2001 PAMECO CORPORATION By: /s/ Dixon R. Walker ---------------------------------------- Name: Dixon R. Walker -------------------------------------- Title: President and Chief Executive Officer ------------------------------------- Exhibit Index Exhibit Description 99.1 Press Release, dated May 29, 2001, of Pameco Corporation, announcing that Pameco Corporation was acquired by Littlejohn Fund II, L.P. and Quilvest American Equity, Ltd. EX-99.1 2 dex991.txt PRESS RELEASE EXHIBIT 99.1 [Logo of Pameco Corporation] - ------------------------------------------------------------------------------- NEWS Contact: Dixon R. Walker Pameco Corporation 303-568-1201 Chuck Dohrenwend Broadgate Consultants, Inc. 212-232-2222 For Immediate Release - --------------------- Acquisition of Pameco Corporation Completed Pameco Stockholders Approve Agreement and Plan of Merger with Littlejohn Fund II, L.P. and Quilvest American Equity Ltd. _________________________________________________________________ GOLDEN, COLORADO, May 29, 2001 - Pameco Corporation (OTCBB: PAMC) announced today that Littlejohn Fund II, L.P. and Quilvest American Equity Ltd. have completed their previously announced acquisition of all of the outstanding shares of Pameco common stock. The transaction was completed after Pameco stockholders today approved an agreement and plan of merger. In the merger, each outstanding share of Pameco common stock was converted into the right to receive $0.45 per share in cash. Effective as of the closing of the merger, Pameco common stock no longer trades over-the-counter on the Bulletin Board and Pameco no longer files periodic reports under the Securities Exchange Act of 1934. "Pameco has now become a privately held company," said Dixon Walker, Pameco's President and Chief Executive Officer, "allowing all of the efforts of our management to be focused on building business with our customers. We have set our sights on becoming the best national distributor of HVAC & Refrigeration products in the nation, and, with the support and encouragement of our owners, supplier partners and employees we have the resources to achieve this goal." Current Pameco stockholders will be notified by SunTrust Bank, the Company's exchange agent, regarding the payment procedures for the merger consideration. For more information, Pameco stockholders should call the SunTrust Bank Stock Transfer Department at 1-800-568-3476. About Pameco Corporation - ------------------------ Pameco is one of the largest national distributors of HVAC systems and equipment and refrigeration products in the United States, with predecessor corporations dating back to 1931, and has established a leading position in the consolidating distribution segment of the climate control industry. Pameco's products include a complete range of heating, air conditioning and refrigeration ("HVAC/R") equipment, parts and supplies for the light commercial and residential HVAC markets and commercial refrigeration market. The products sold by Pameco are used principally for the repair and replacement of existing HVAC/R and for new construction. Note: Additional information about Pameco Corporation is available on Pameco's World Wide Web site on the Internet located at http://www.pameco.com. --------------------- About Littlejohn & Co., LLC - --------------------------- Littlejohn & Co., LLC is a private equity firm that makes control equity investments in mid-sized companies that are underperforming their potential or struggling with financial or operating challenges. The firm, based in Greenwich, Connecticut, manages two direct investment funds, one of which is the Littlejohn Fund II, L.P., with committed capital in excess of $700 million. Littlejohn's investors include top-tier state and corporate pension funds, endowments, financial institutions and the firm's own principals. About Quilvest American Equity Ltd. - ----------------------------------- Quilvest American Equity Ltd. is a private company that makes direct and indirect equity and debt investments in the United States. It is an indirectly held subsidiary of Quilvest SA, a public financial holding company whose shares are listed on the stock exchanges in Paris and Luxembourg. # # # -----END PRIVACY-ENHANCED MESSAGE-----