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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(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)
JAMES M. DUBIN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 16, 2000
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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 [_].
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 13D 2 of 3
This Amendment No. 1 (the "Final Amendment") to the Statement on Schedule
13D amends and supplements the original Statement on Schedule 13D filed on
December 22, 1999 jointly by WM Acquisition, Inc., a New Jersey corporation
("Merger Sub"); Parthenon Investors, L.P., a Delaware limited partnership
("Parthenon"); Parthenon Investment Advisors, L.L.C., a Delaware limited
liability company and the general partner of Parthenon ("Advisors"); Parthenon
Investment Partners, L.L.C., a Delaware limited liability company and the
Managing Member of Advisors ("Partners"); and John Rutherford, a citizen of New
Zealand, and Ernest Jacquet, a citizen of the United States, each of whom is a
Managing Member of Partners (collectively, the "Managing Members" and, together
with Merger Sub, Parthenon, Advisors and Partners, the "Reporting Persons"),
relating to the entry of Merger Sub and Wilmar Industries, Inc., a New Jersey
corporation (the "Issuer"), into an Agreement and Plan of Merger and
Recapitalization (as amended, the "Merger Agreement") on December 22, 1999,
providing for the merger of Merger Sub with and into the Issuer (the "Merger"),
whereupon the separate existence of Merger Sub would cease and the Issuer would
continue as the surviving corporation (the "Surviving Corporation"). This Final
Amendment is being filed to reflect the fact that the Merger has been
consummated.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
At a special meeting of the shareholders of the Issuer held on May 15,
2000, the Merger Agreement was approved by the affirmative vote of a majority of
the votes cast by the holders of shares of common stock, no par value, of the
Issuer (the "Common Stock") entitled to vote at the special meeting. A
certificate of merger was filed with respect to the Merger with the Department
of Treasury of the State of New Jersey on May 16, 2000. At the effective time of
the Merger (May 16, 2000), pursuant to the terms of the Merger Agreement (a)
each outstanding share of Common Stock was converted into the right to receive
$18.25 in cash (except that any shares held by Merger Sub or held in the
Issuer's treasury were canceled); (b) each outstanding share of Class C
Preferred Stock, par value $.10 per share (the "Class C Preferred Stock"), of
the Issuer was 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 Merger Sub ("Merger Sub Common Stock") was
converted into one share of Common Stock; and (d) each outstanding share of
preferred stock, par value $0.01 per share (the "Merger Sub Preferred Stock"),
of Merger Sub was converted into one share of Senior Preferred Stock.
A Form 15 has been filed with the Commission in order to deregister the
Common Stock. A press release relating to the foregoing is being filed as an
exhibit to Amendment No. 3 to the Schedule 13E-3 Transaction Statement (the
"Amended Schedule 13E-3") relating to this transaction being filed by the Issuer
and others simultaneously with the filing of this document.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented as follows:
Upon consummation of the Merger, the Issuer entered into a Revolving Credit
and Term Loan Agreement among itself, the lenders named therein, Fleet National
Bank, as administrative agent, and FleetBoston Robertson Stephens Inc., as
arranger, providing for a senior secured credit facility substantially similar
to that described in the Definitive Proxy Statement relating to this
transaction. This agreement is being filed as an exhibit to the Amended Schedule
13E-3. Upon consummation of the Merger, the Issuer made borrowings of
approximately $129 million under this senior secured credit facility, consisting
of a $50 million Term Loan A, a $50 million Term Loan B and approximately $29
million under its Revolver.
Upon consummation of the Merger, the Issuer entered into a Subordinated
Note and Warrant Purchase Agreement, among itself, certain subsidiaries of the
Issuer, Fleet Corporation Finance, Inc. and Allied Capital Corporation, and a
Warrant Agreement, among itself, Fleet Corporation Finance, Inc. and Allied
Capital Corporation, and issued thereunder $40 million of senior subordinated
notes and warrants, substantially similar to those described in the Definitive
Proxy Statement. Both of these agreements are being filed as exhibits to the
Amended Schedule 13E-3.
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CUSIP No. 971426 10 1 13D 3 of 3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies as of May 24, 2000, that the information set forth in this
statement is true, complete and correct.
WM ACQUISITION, INC.
By: /s/ Samantha Trotman
____________________________
Name: Samantha Trotman
Title: President
PARTHENON INVESTORS, L.P.
By: PARTHENON INVESTMENT ADVISORS L.L.C.
its general partner
By: PARTHENON INVESTMENT PARTNERS L.L.C.
its Managing Member
By: /s/ Ernest Jacquet
________________________________
Name: Ernest Jacquet
Title: Managing Member
PARTHENON INVESTMENT ADVISORS, L.L.C.
By: PARTHENON INVESTMENT PARTNERS L.L.C.
its Managing Member
By: /s/ Ernest Jacquet
_________________________________
Name: Ernest Jacquet
Title: Managing Member
PARTHENON INVESTMENT PARTNERS, L.L.C.
By: /s/ Ernest Jacquet
__________________________________
Name: Ernest Jacquet
Title: Managing Member
/s/ John Rutherford
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John Rutherford
/s/ Ernest Jacquet
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Ernest Jacquet
