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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
(AMENDMENT NO. 1)
WILMAR INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
971426 10 1
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(CUSIP Number)
FRED B. GROSS, ESQUIRE
WILMAR INDUSTRIES, INC.
303 HARPER DRIVE
MOORESTOWN, NEW JERSEY 08057
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 10, 1998
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(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)(3), 13d-1(f) or 13d-1(g), check the following
box [ ].
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Schedules filed in paper format shall include a signed original and give
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 pages)
*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).
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CUSIP NO. 971426 10 1 PAGE 2 OF 5
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WILLIAM S. GREEN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
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7 SOLE VOTING POWER
NUMBER 2,079,036
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OF SHARES 8 SHARED VOTING POWER
0 SHARES
BENEFICIALLY ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED 2,079,036
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BY EACH 10 SHARED DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,079,036 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.59%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!!
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CUSIP NO. 971426 10 1 PAGE 3 OF 5
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, no par value (the "Common
Stock"), of Wilmar Industries, Inc., a New Jersey corporation (the "Issuer").
The principal executive offices of the Issuer are located at 303 Harper Drive,
Moorestown, New Jersey 08057.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by William S. Green.
(b) The business address of William S. Green is Wilmar Industries,
Inc., 303 Harper Drive, Moorestown, New Jersey 08057
(c) Mr. Green is the Chairman, President and Chief Executive Officer of
the Issuer, the principal business of which is the national marketing and direct
distribution of repair and maintenance products, principally to the apartment
housing industry.
(d) During the last five years, Mr. Green has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Green has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he was or is subject to 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.
(f) Mr. Green is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Mr. Green initially purchased the shares with his personal assets; such
purchases were not effected with the proceeds of any borrowings.
ITEM 4. PURPOSE OF TRANSACTION.
(a) The shares were originally purchased for the purposes of investing
in the growth of the Issuer, providing capital to the Issuer and maintaining
control of the Issuer. Mr. Green presently plans to sell 15,000 shares of the
Issuer's Common Stock during each of the Issuer's fiscal quarters, regardless of
the price of the Common Stock.
Mr. Green has no plans or proposals that relate to or would result in
any of the events described in subparagraphs (b) through (j), inclusive, of Item
4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Green beneficially owns 2,079,036 shares of Common Stock, which
constitutes 15.59% of the Common Stock outstanding as of March 2, 1998. Such
securities were acquired as described in Item 3.
(b) Mr. Green has sole voting power and power to dispose of the shares
of Common Stock beneficially owned by him.
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CUSIP NO. 971426 10 1 PAGE 4 OF 5
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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CUSIP NO. 971426 10 1 PAGE 5 OF 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MARCH 31, 1998
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(Date)
/S/ WILLIAM S. GREEN
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(Signature)
