<PAGE>
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. 2)
Wilmar Industries, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
971426 10 1
_______________________________________________________________
(CUSIP Number)
Fred B. Gross, Esquire
Wilmar Industries, Inc.
303 Harper Drive
Moorestown, New Jersey 08057
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 1, 1999
_______________________________________________________________
(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 [_]. (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 4 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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SCHEDULE 13D
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CUSIP NO. 971426 10 1 PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Green
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
New Jersey
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SOLE VOTING POWER
7
NUMBER OF 2,013,536
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 shares
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,013,536
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0 shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,013,536 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.30%
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TYPE OF REPORTING PERSON*
14
IN
- - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 4. Purpose of Transaction.
(a) In 1997, William Green, who owns 2,000,000 shares of Wilmar common
stock, announced a plan to sell 15,000 shares of Wilmar common stock during each
of Wilmar's fiscal quarters, regardless of the price of the common stock. Mr.
Green is temporarily suspending his selling program due to the recent low market
price for Wilmar's common stock. Mr. Green intends to continue his quarterly
selling program once the share price reaches a level acceptable to him.
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 2,013,536 shares of Common Stock,
which constitutes 15.30% of the Common Stock outstanding as of March 29, 1999.
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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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.
June 1, 1999
---------------------------------------------
(Date)
/s/ William S. Green
--------------------------------------------
(Signature)
