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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
Date of Report (Date of earliest event reported): May 16, 2000
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Wilmar Industries, Inc.
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(Exact name of registrant specified in Charter)
New Jersey 0-27424 22-2232386
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
303 Harper Drive
Moorestown, New Jersey 08057
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: 609-533-3104
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(Former name and former address, if changed since last report)
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Item 1. Changes in Control of Registrant
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On May 16, 2000 Wilmar Industries, Inc., a New Jersey corporation
("Wilmar") completed a merger and recapitalization (the "Merger"), pursuant to
an Agreement and Plan of Merger and Recapitalization dated December 22, 1999, as
amended (the "Merger Agreement"), with WM Acquisition, Inc. ("WM Acquisition"),
a New Jersey corporation organized at the direction of an investor group led by
Parthenon Capital, Inc., and Chase Capital Partners.
In connection with the Merger, WM Acquisition was merged with and into
Wilmar, with Wilmar remaining as the surviving corporation. Each outstanding
share of Wilmar common stock (other than a number of shares owned by William S.
Green, as described below) was converted into the right to receive $18.25 in
cash, without interest.
The investor group included Parthenon Capital, Inc., Chase Capital
Partners, a pension plan advised by General Motors Investment Management Corp.,
Sterling Investment Partners and Svoboda-Collins, LLC. In addition, the
Company's Chairman and Chief Executive Officer, William S. Green and other
members of Wilmar's management contributed approximately $4.3 million of the
$134.3 million of committed equity required to finance the transaction. As part
of this $4.3 million contribution, Mr. Green exchanged $3.0 million of his
common shares for shares of a new series of preferred stock which was converted
as part of the Merger into shares of senior preferred stock and common stock of
the surviving entity.
As a result of the Merger, Wilmar became a privately-held company and its
stock is no longer publicly traded.
Signature
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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.
Wilmar Industries, Inc.
(Registrant)
By /s/ William S. Sanford
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William S. Sanford
Senior Vice President and
Chief Financial Officer
Dated: May 16, 2000
