<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
WILMAR INDUSTRIES, INC.
-----------------------
(Name of the Issuer)
WM Acquisition, Inc.
William Green
---------------------------------------------
(Name of Persons Filing Statement)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
971426101
---------
(CUSIP Number of Class of Securities)
James M. Dubin, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [x]
<PAGE>
Calculation of filing fee:
================================================================================
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$230,641,702 $46,008
================================================================================
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 12,407,826 outstanding shares of Common Stock, no par value, of
Wilmar Industries, Inc. ("Common Stock"), less 164,384 shares held by a
member of Wilmar Industries, Inc.'s management, at $18.25 cash per share
and the product of 1,107,538 shares subject to options, 921,632 of which
are being cashed out, at $18.25 per share less the $11.09 per share
weighted average exercise price of the option shares being cashed out. The
amount of the filing fee, calculated in accordance with Regulation 240.0-11
under the Securities Exchange Act of 1934, equals 1/50 of one percentum of
the value of the securities to be purchased.
[X] Check 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 Previously Paid: $46,008
Form or Registration No.: Schedule 14A
Filing Party: Wilmar Industries, Inc.
Date Filed: February 4, 2000
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS
TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL
OFFENSE.
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<PAGE>
Introduction
------------
This Rule 13e-3 Transaction Statement (the "STATEMENT") relates to the
Agreement and Plan of Merger and Recapitalization dated as of December 22, 1999
(the "MERGER AGREEMENT") between Wilmar Industries, Inc., a New Jersey
corporation ("WILMAR," the "ISSUER" or the "COMPANY") and WM Acquisition, Inc.,
a New Jersey corporation ("MERGERCO"). A copy of the Merger Agreement is
attached as Appendix A to the Proxy Statement filed by the Company (the "PROXY
STATEMENT").
The Merger Agreement provides, among other things, for the merger of
MergerCo into the Company (the "MERGER") with the Company continuing as the
surviving corporation (the "SURVIVING CORPORATION"). In the Merger, (a) each
outstanding share of common stock, no par value (the "COMMON STOCK"), of the
Company will be converted into the right to receive $18.25 in cash (except that
any shares held by MergerCo or held in the Company's treasury will be canceled);
(b) each outstanding share of Class C Preferred Stock, par value $.10 per share
(the "CLASS C PREFERRED STOCK"), of the Company will be converted into (i)
.5486558 shares of Common Stock and (ii) 1.7701344 shares of Cumulative Senior
Preferred Stock, par value $.01 per share (the "SENIOR PREFERRED STOCK"), of the
Company; (c) each outstanding share of common stock, no par value, of MergerCo
("MERGERCO COMMON STOCK") will be converted into one share of Common Stock; and
(d) each outstanding share of preferred stock, par value $0.01 per share (the
"MERGERCO PREFERRED STOCK"), of MergerCo will be converted into one share of
Senior Preferred Stock.
Prior to the Merger, William Green, Chairman and Chief Executive
Officer of the Company, will exchange 164,384 shares of Common Stock
(representing approximately 8% of the shares of Common Stock owned by him and
less than 1% of the outstanding Common Stock) for 164,384 shares of Class C
Preferred Stock pursuant to a Voting and Exchange Agreement, dated as of
December 22, 1999, between the Company and Mr. Green (the "EXCHANGE AGREEMENT").
In the Merger, all such shares of Class C Preferred Stock will be converted into
shares of Common Stock and Senior Preferred Stock as described above. In
addition, immediately after the Merger, Michael Grebe, William Sanford and
Michael Toomey, members of Wilmar's management prior to the Merger, will
purchase in the aggregate 65,341 shares of Common Stock and in the aggregate
83,466 shares of Senior Preferred Stock, and will have the option to purchase an
additional 116,533 shares of Senior Preferred Stock. As a result of the Merger
and these related transactions, following the Merger, (x) Parthenon Investors,
L.P., a Delaware limited partnership ("PARTHENON"), CB Capital Investors, LLC, a
Delaware limited liability company, and/or one or more of its affiliates
(collectively, "CHASE"), and The Chase Manhattan Bank, as Trustee for First
Plaza Group Trust, a pension trust managed by General Motors Investment
Management Corporation (the "FIRST PLAZA TRUST," and, together with Parthenon,
Chase and certain other institutional investors, the
3
<PAGE>
"INVESTORS "), will collectively own approximately 86.1% of the outstanding
Common Stock and approximately 97.2% of the Senior Preferred Stock, and (y)
Messrs. Green, Grebe, Sanford and Toomey (together, the "MANAGEMENT
SHAREHOLDERS") will collectively own approximately 13.9% of the outstanding
Common Stock and approximately 2.8% of the outstanding Senior Preferred Stock.
The information in the Proxy Statement relating to the Merger filed by
the Company with the Securities and Exchange Commission (the "COMMISSION"),
including all appendices thereto, is hereby expressly incorporated herein by
reference and the responses to each item of this Statement are qualified in
their entirety by the provisions of the Proxy Statement. The Proxy Statement
will be completed and, if appropriate, amended prior to the time it is first
sent or given to stockholders of the Company. This Statement will be amended to
reflect such completion or amendment of the Proxy Statement.
4
<PAGE>
SPECIAL FACTORS
Item 7. Purposes, Alternatives, Reasons and Effects in a Going-Private
- ------ --------------------------------------------------------------
Transaction.
-----------
(a) Purposes. The information set forth in the Sections "Special
--------
Factors--Background of the Merger and Recapitalization," "--Purposes and Reasons
for the Merger and Recapitalization; Recommendations of Wilmar's Board of
Directors and the Special Committee" and "--Opinion of Financial Advisor to the
Special Committee" of the Proxy Statement is incorporated herein by reference.
(b) Alternatives. The information set forth in the Sections "Special
------------
Factors--Background of the Merger and Recapitalization," "--Purposes and
Reasons for the Merger and Recapitalization; Recommendations of Wilmar's Board
of Directors and the Special Committee" and "--Opinion of Financial Advisor to
the Special Committee" of the Proxy Statement is incorporated herein by
reference.
(c) Reasons. The information set forth in the Sections "Special
-------
Factors--Background of the Merger and Recapitalization," "--Purposes and
Reasons for the Merger and Recapitalization; Recommendations of Wilmar's Board
of Directors and the Special Committee," "--Opinion of Financial Advisor to the
Special Committee" and "--Benefits and Detriments of the Merger to Wilmar and
Wilmar's Shareholders" of the Proxy Statement is incorporated herein by
reference.
(d) Effects. The information set forth in the Sections "Questions and
-------
Answers about the Merger and Recapitalization," "Special Factors--Continuing
Interests of the Investors and Management Shareholders in Wilmar," "--Benefits
and Detriments of the Merger to Wilmar and Wilmar's Shareholders," "--Benefits
and Detriments of the Merger to the Investors and the Management Shareholders,"
"Additional Considerations--Interests of Certain Persons in the Merger and
Recapitalization; Continued Ownership of Wilmar after the Merger," "--
Consequences of the Merger and Recapitalization," "--Material Federal Income Tax
Considerations" and "--Financing; Source of Funds" of the Proxy Statement is
incorporated herein by reference.
Item 8. Fairness of the Going-Private Transaction.
- ------ -----------------------------------------
(a) Fairness. The information set forth in the Section "Special
--------
Factors--Purposes and Reasons for the Merger and Recapitalization;
Recommendations of Wilmar's Board of Directors and the Special Committee" of the
Proxy Statement is incorporated herein by reference.
5
<PAGE>
(b) Factors Considered in Determining Fairness. The information set
------------------------------------------
forth in the Sections "Special Factors--Background of the Merger and
Recapitalization," "--Continuing Interests of the Investors and Management
Shareholders in Wilmar," "--Purposes and Reasons for the Merger and
Recapitalization; Recommendations of Wilmar's Board of Directors and the Special
Committee," and "--Opinion of Financial Advisor to the Special Committee" of the
Proxy Statement is incorporated herein by reference.
(c) Approval of Security Holders. No, the transaction is not
----------------------------
structured in such a way that approval of at least a majority of unaffiliated
security holders is required. The information set forth in the Section
"Information Concerning the Special Meeting" of the Proxy Statement is
incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in the
---------------------------
Section "Special Factors--Background of the Merger and Recapitalization" of the
Proxy Statement is incorporated herein by reference.
(e) Approval of Directors. The information set forth in the Sections
---------------------
"Special Factors--Background of the Merger and Recapitalization" and "--Purposes
and Reasons for the Merger and Recapitalization; Recommendations of Wilmar's
Board of Directors and the Special Committee" of the Proxy Statement is
incorporated herein by reference.
(f) Other Offers. The information set forth in the Sections "Special
------------
Factors--Background of the Merger and Recapitalization," "--Purposes and Reasons
for the Merger and Recapitalization; Recommendations of Wilmar's Board of
Directors and the Special Committee," and "--Opinion of Financial Advisor to the
Special Committee" of the Proxy Statement is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
- ------ ----------------------------------------------
(a) Report, Opinion or Appraisal. The information set forth in the
----------------------------
Sections "Special Factors--Background of the Merger and Recapitalization," "--
Opinion of Financial Advisor to the Special Committee" and "Appendix B--Fairness
Opinion of William Blair & Company, LLC" of the Proxy Statement is incorporated
herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
--------------------------------------------------------
information set forth in the Sections "Special Factors--Background of the Merger
and Recapitalization," "--Opinion of Financial Advisor to the Special Committee"
and "Appendix B--Fairness Opinion of William Blair & Company, LLC" of the Proxy
Statement is incorporated herein by reference.
6
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(c) Availability of Documents. Not applicable. The information set
-------------------------
forth in the Section "Appendix B--Fairness Opinion of William Blair & Company,
LLC" of the Proxy Statement is incorporated herein by reference.
7
<PAGE>
OTHER DISCLOSURE
Item 1. Summary Term Sheet.
- ------ ------------------
The information set forth in the Section "Summary Term Sheet" of the
Proxy Statement is incorporated herein by reference.
Item 2. Subject Company Information.
- ------ ---------------------------
(a) Name and Address. The name of the issuer is Wilmar Industries,
----------------
Inc., a New Jersey corporation, which has its principal executive offices at 303
Harper Drive, Moorestown, New Jersey 08057, telephone number (853) 439-1222.
The information set forth in the Section "Information Concerning the Special
Meeting--The Companies" of the Proxy Statement is incorporated herein by
reference.
(b) Securities. The class of equity securities that is the subject of
----------
the Rule 13e-3 transaction to which this Statement relates is common stock, no
par value, of the Company. As of February [3], 2000, there were approximately
12,243,442 shares of Common Stock issued and outstanding. The information set
forth in the Sections "Common Stock Market Price and Dividend Information" and
"Information Concerning the Special Meeting--Record Date and Voting" of the
Proxy Statement is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the
------------------------
Section "Common Stock Market Price and Dividend Information" is incorporated
herein by reference.
(d) Dividends. The information set forth in the Section "Common Stock
---------
Market Price and Dividend Information" is incorporated herein by reference.
(e) Prior Public Offerings. The Company has made no underwritten
----------------------
public offering of the Common Stock for cash during the past three years that
the Common Stock was registered under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), or exempt from registration thereunder pursuant to
Regulation A thereunder.
(f) Prior Stock Purchases. The information set forth in the Section
---------------------
"Common Stock Purchase Information" of the Proxy Statement is incorporated
herein by reference.
8
<PAGE>
Item 3. Identity and Background of Filing Persons.
- ------ -----------------------------------------
(a) Name and Address. This Statement is being filed by WM
----------------
Acquisition, Inc. and William Green. With respect to MergerCo, please refer to
Schedule A.1. With respect to William Green, please refer to Schedule A.2.
Schedules A.1 and A.2 to this Statement also set forth certain information as
required by Instruction C regarding each executive officer and director of
MergerCo, each person controlling MergerCo and each executive officer and
director of any corporation or other person ultimately in control of MergerCo.
The information set forth in the Sections "Information Concerning the Special
Meeting--Record Date and Voting," "Current Management of Wilmar," and "Certain
Information Concerning WM Acquisition and its Affiliates" of the Proxy Statement
is incorporated herein by reference.
(b) Business and Background of Entities. With respect to MergerCo,
-----------------------------------
please refer to Schedule A.1. With respect to entities under Instruction C,
please also refer to Schedule A.1. Neither MergerCo, nor any of the entities
under Instruction C related to MergerCo, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation with
respect to such laws during the last five years. The information set forth in
the Sections "Information Concerning the Special Meeting--Record Date and
Voting" and "Certain Information Concerning WM Acquisition and its Affiliates"
of the Proxy Statement is incorporated herein by reference.
(c) Business and Background of Natural Persons. With respect to
------------------------------------------
William Green, please refer to Schedule A.2. With respect to natural persons
under Instruction C, please also refer to Schedule A.2. Neither Mr. Green, nor
any of the natural persons under Instruction C related to MergerCo, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was subject to a judgment, decree or final order enjoining future violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation with respect to such laws during the last five years. The
information set forth in the Sections "Information Concerning the Special
Meeting--Record Date and Voting," "Current Management of Wilmar," and "Certain
Information Concerning WM Acquisition and its Affiliates" of the Proxy Statement
is incorporated herein by reference.
Item 4. Terms of the Transaction.
- ------ ------------------------
9
<PAGE>
(a) Material Terms. The information set forth in the Sections
--------------
"Summary Term Sheet," "Information Concerning the Special Meeting--Vote
Required," "Special Factors--Background of the Merger and Recapitalization," "--
Exchange of Shares by William Green," "--Continuing Interests of the Investors
and Management Shareholders in Wilmar," "--Purposes and Reasons for the Merger
and Recapitalization; Recommendations of Wilmar's Board of Directors and the
Special Committee," "--Opinion of Financial Advisor to the Special Committee,"
"--Benefits and Detriments of the Merger to Wilmar and Wilmar's Shareholders,"
"--Benefits and Detriments of the Merger to the Investors and the Management
Shareholders," "--Material Federal Income Tax Considerations," "--Accounting
Treatment" ,"--Financing; Source of Funds," and "The Merger Agreement" and "The
Voting and Exchange Agreement" of the Proxy Statement is incorporated herein by
reference.
(c) Different Terms. The information set forth in the Sections
---------------
"Special Factors--Exchange of Shares by William Green," "--Continuing Interests
of the Investors and Management Shareholders in Wilmar," "--Benefits and
Detriments of the Merger to Wilmar and Wilmar's Shareholders," "--Benefits and
Detriments of the Merger to the Investors and the Management Shareholders"
and "The Voting and Exchange Agreement" of the Proxy Statement is incorporated
herein by reference.
(d) Appraisal Rights. The information set forth in the Section
----------------
"Rights of Dissenting Shareholders" of the Proxy Statement is incorporated
herein by reference.
(e) Provisions for Unaffiliated Security Holders. None.
--------------------------------------------
(f) Eligibility for Listing or Trading. Not applicable.
----------------------------------
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
- ------ --------------------------------------------------------
(a) Transactions. None.
------------
(b) Significant Corporate Events. The information set forth in the
----------------------------
Sections "Special Factors--Background of the Merger and Recapitalization,"
"--Exchange of Shares by William Green," "--Continuing Interests of the
Investors and Management Shareholders in Wilmar" and "The Voting and Exchange
Agreement" of the Proxy Statement is incorporated herein by reference.
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<PAGE>
(c) Negotiations or Contacts. The information set forth in the
------------------------
Sections "Special Factors--Background of the Merger and Recapitalization,"
"--Exchange of Shares by William Green," "--Continuing Interests of the
Investors and Management Shareholders in Wilmar" and "The Voting and Exchange
Agreement" of the Proxy Statement is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The
-----------------------------------------------------
information set forth in the Sections "Special Factors--Background of the Merger
and Recapitalization," "--Exchange of Shares by William Green," "--Continuing
Interests of the Investors and Management Shareholders in Wilmar,"
"Additional Considerations--Interests of Certain Persons in the Merger and
Recapitalization; Continued Ownership of Wilmar after the Merger,"
"--Consequences of the Merger and Recapitalization," "--Financing; Source of
Funds," "The Merger Agreement" and "The Voting and Exchange Agreement" of
the Proxy Statement is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
- ------ --------------------------------------------------
(b) Use of Securities Acquired. The information set forth in the
--------------------------
Section "Additional Considerations--Plans for Wilmar After the Merger" of the
Proxy Statement is incorporated herein by reference.
(c) Plans. The information set forth in the Sections "Additional
-----
Considerations--Plans for Wilmar After the Merger," "--Interests of Certain
Persons in the Merger and Recapitalization; Continued Ownership of Wilmar After
the Merger," "--Consequences of the Merger and Recapitalization" and "--
Financing; Source of Funds" of the Proxy Statement is incorporated herein by
reference.
Item 10. Source and Amount of Funds or Other Consideration.
- ------- -------------------------------------------------
(a) Source of Funds. The information set forth in the Sections
---------------
"Additional Considerations--Financing; Source of Funds," and "--Fees and
Expenses" of the Proxy Statement is incorporated herein by reference.
(b) Conditions. The information set forth in the Section "Additional
----------
Considerations--Financing; Source of Funds" of the Proxy Statement is
incorporated herein by reference.
11
<PAGE>
(c) Expenses. The information set forth in the Section "Additional
--------
Considerations--Fees and Expenses" of the Proxy Statement is incorporated herein
by reference.
(d) Borrowed Funds. The information set forth in the Sections
--------------
"Additional Considerations--Financing; Source of Funds" and "--Fees and
Expenses" of the Proxy Statement is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company.
- ------- ---------------------------------------------
(a) Securities Ownership. The information set forth in the Sections
--------------------
"Security Ownership of Certain Beneficial Owners and Management" and Common
Stock Purchase Information" of the Proxy Statement is incorporated herein by
reference. Also, the information set forth in the Schedule 13D filed with the
Commission by members of the Investor Group, the entities listed on Schedule A-1
hereto, Ernest K. Jacquet and John Rutherford on December 22, 1999 and the
information set forth in Amendment No. 3 to Schedule 13D filed with the
Commission by William Green on December 22, 1999 is incorporated herein by
reference.
(b) Securities Transactions. The information set forth in the
-----------------------
Sections "Special Factors--Background of the Merger and Recapitalization,"
"--Exchange of Shares by William Green," "The Voting and Exchange Agreement,"
"Common Stock Market Price and Dividend Information" and "Common Stock Purchase
Information" of the Proxy Statement is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
- ------- ----------------------------------
(d) Intent to Tender or Vote in a Going-Private Transaction. The
-------------------------------------------------------
information set forth in the Sections "Questions and Answers about the Merger
and Recapitalization," "Information Concerning the Special Meeting," "Special
Factors--Background of the Merger and Recapitalization," "--Exchange of
Shares by William Green," "--Continuing Interests of the Investors and
Management Shareholders in Wilmar," "--Purposes and Reasons for the Merger and
Recapitalization; Recommendations of Wilmar's Board of Directors and the Special
Committee," "Additional Considerations--Interests of Certain Persons in the
Merger and Recapitalization; Continued Ownership of Wilmar after the Merger" and
"The Voting and Exchange Agreement" of the Proxy Statement is incorporated
herein by reference.
12
<PAGE>
(e) Recommendations of Others. The information set forth in the
-------------------------
Sections "Questions and Answers about the Merger and Recapitalization,"
"Information Concerning the Special Meeting," "Special Factors--Exchange of
Shares by William Green," "--Purposes and Reasons for the Merger and
Recapitalization; Recommendations of Wilmar's Board of Directors and the Special
Committee" and "The Voting and Exchange Agreement" of the Proxy Statement is
incorporated herein by reference.
Item 13. Financial Statements.
- ------- --------------------
(a) Financial Information. The information set forth in the Sections
---------------------
"Selected Historical Consolidated Financial Data" and "Documents Incorporated by
Reference" of the Proxy Statement is incorporated herein by reference.
(b) Pro Forma Information. Not applicable.
---------------------
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
- ------- ------------------------------------------------------
(a) Solicitations or Recommendations. The information set forth in
--------------------------------
the Section "Information Concerning The Special Meeting--Voting, Revocation and
Solicitations of Proxies" of the Proxy Statement is incorporated herein by
reference.
(b) Employees and Corporate Assets. The information set forth in the
------------------------------
Sections "Questions and Answers about the Merger and Recapitalization,"
"Information Concerning the Special Meeting," "Special Factors--Exchange of
Shares by William Green," "--Purposes and Reasons for the Merger and
Recapitalization; Recommendations of Wilmar's Board of Directors and the Special
Committee," "Additional Considerations--Interests of Certain Persons in the
Merger and Recapitalization; Continued Ownership of Wilmar after the Merger" and
"The Voting and Exchange Agreement" of the Proxy Statement is incorporated
herein by reference.
Item 15. Additional Information.
- ------- ----------------------
(b) Other Material Information. The information set forth in the
--------------------------
Sections "Certain Financial Projections" and "Additional Considerations--
Shareholder Lawsuit Challenging the Merger and Recapitalization" of the Proxy
Statement is incorporated herein by reference.
13
<PAGE>
Item 16. Exhibits.
- ------- --------
(a) (2) Proxy Statement.
(c) The Fairness Opinion of William Blair & Company, LLC is attached as
Appendix B to the Proxy Statement.
(d) The Merger Agreement is attached as Appendix A to the Proxy Statement.
The Voting and Exchange Agreement is attached as Appendix C to the
Proxy Statement.
14
<PAGE>
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
WM ACQUISITION, INC.
By: /s/ Drew Sawyer
---------------------------
Name: Drew Sawyer
Title: Vice President
/s/ William Green
------------------------------
William Green
Date: February 4, 2000
<PAGE>
SCHEDULE A.1
------------
Entities
--------
<TABLE>
<CAPTION>
Name, Business Address and State of
Business Telephone Number Principal Business Organization Nature of Affiliation
- ----------------------------- -------------------------------------- ------------- --------------------------
<C> <S> <C> <C>
1. WM Acquisition, Inc. Nonsubstantive transitory merger New Jersey Indirectly under common
c/o Parthenon Capital, Inc. vehicle. control with the Issuer.
200 State Street
Boston, MA 02109
(617) 478-7000
2. Parthenon Investors, L.P. Private investment vehicle which Delaware Parent of WM
c/o Parthenon Capital, Inc. invests in and acquires businesses. Acquisition, Inc.
200 State Street
Boston, MA 02109
(617) 478-7000
3. Parthenon Investment Private investment vehicle which Delaware General Partner of
Advisors, L.L.C. invests in and acquires businesses. Parthenon Investors, L.P.
c/o Parthenon Capital, Inc.
200 State Street
Boston, MA 02109
(617) 478-7000
4. Parthenon Investment Private investment vehicle which Delaware Managing Member of
Partners, L.L.C. invests in and acquires businesses. Parthenon Investment
c/o Parthenon Capital, Inc. Advisors, L.L.C.
200 State Street
Boston, MA 02109
(617) 478-7000
</TABLE>
<PAGE>
SCHEDULE A.2
------------
Natural Persons
---------------
<TABLE>
<CAPTION>
Current Principal
Occupation or Prior Material
Name and Address Employment and Name Occupations,
of Occupation and Principal Positions, Offices or
or Employment Citizenship Business of Employer Employment Nature of Affiliation
-------------------- ------------- --------------------------------- --------------------- -------------------------
<S> <C> <C> <C> <C>
1. William Green United States Chairman and Chief Executive Same for the past Chairman and Chief
303 Harper Drive Officer of Wilmar Industries, five years. Executive Officer of
Moorestown, NJ Inc., a marketer and distributor the Issuer.
08057 of repair and maintenance
products.
2. John C. Rutherford New Zealand Managing Director of Chairman and Indirectly controls WM
200 State Street Parthenon Capital, Inc., a Founder of The Acquisition, Inc.
Boston, MA 02109 private equity investment firm Parthenon Group,
(5/98 to present). Boston, MA, a
management
consulting firm
(1991 - present).
3. Ernest K. Jacquet United States Managing Director of General Partner of Indirectly controls WM
200 State Street Parthenon Capital, Inc., a Summit Partners, Acquisition, Inc. and is
Boston, MA 02109 private equity investment firm Boston, MA, a also a director of the
(5/98 to present). venture capital firm Issuer.
(5/90 - 5/98). Also
a director of the
Issuer from 1995 -
1998 and 1998 -
present.
4. Drew Sawyer United States Principal of Parthenon Capital, Principal of The Officer and Director of
200 State Street Inc., a private equity Parthenon Group, WM Acquisition, Inc.
Boston, MA 02109 investment firm (5/98 to Boston, MA, a
present). management
consulting firm
(7/95-5/98), and
MBA student at
Harvard Business
School, Cambridge,
MA (9/94-6/95).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Current Principal
Occupation or Prior Material
Name and Address Employment and Name Occupations,
of Occupation and Principal Positions, Offices or
or Employment Citizenship Business of Employer Employment Nature of Affiliation
-------------------- ------------- --------------------------------- --------------------- -------------------------
<S> <C> <C> <C> <C>
5. Samantha Trotman United States Principal of Parthenon Capital, Chief Financial Officer and Director of
200 State Street Inc., a private equity Officer of WM Acquisition, Inc.
Boston, MA 02109 investment firm (11/98 - Physicians Quality
present). Care, Waltham,
MA, a physician
management
company (12/96 -
11/98), and Associate
of Bain Capital,
Boston, MA, a
private equity
investment firm
(8/93 - 12/96).
6. Bruce MacRae United States General Partner of Parthenon Chief Executive Officer of WM
200 State Street Capital, Inc., a private equity Officer and director, Acquisition, Inc.
Boston, MA 02109 investment firm (8/98 - Flow Control
present). Equipment, Inc.,
Houston, TX, an oil
field equipment
company (8/96 -
6/98), and Principal
of The Parthenon
Group, Boston,
MA, a management
consulting firm
(8/91 - 8/96).
</TABLE>
