UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kevco, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
492716-10-5
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(CUSIP Number)
Daniel S. Sternberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza, New York, New York
(212) 225-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 23, 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 ss.ss.
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box: [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ss.240.13d-7 for other parties to whom copies are to be sent.
*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 (the "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).
<PAGE>
CUSIP No. 492716-10-5 13D Page 2 of 5
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Jerry E. Kimmel
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
N/A
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5. CHECK 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
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES 3,744,760
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 3,744,760
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PERSON WITH 10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,744,760
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 54.6%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 492716-10-5 13D Page 3 of 5
This Amendment No. 1 (this "Amendment") amends and
supplements the Schedule 13D filed on February 13, 1997, of Jerry
E. Kimmel("Kimmel"), with respect to the ownership of common
stock, par value $0.01 per share ("Common Stock") of Kevco, Inc.
(the "Company").
Item 4. Purpose of Transaction.
Add the following:
On December 23, 1998, the Company entered into a Stock
Purchase Agreement dated as of December 23, 1998 with Wingate
Partners II, L.P., a Delaware limited partnership ("Wingate")(the
"Company Stock Purchase Agreement"), pursuant to which the
Company would issue to Wingate (i) 2,679,440 newly-issued shares
of Common Stock for a purchase price of $7.25 a share, (ii)
1,734,353 newly-issued shares of non-voting Common Stock for a
purchase price of $7.25 a share, and (iii) a warrant to acquire
882,759 shares of non-voting Common Stock for $10.25 a share.
Concurrently with the transaction described above,
Wingate, Kimmel and the Company (for certain purposes) entered
into a Stock Purchase Agreement (the "Kimmel Stock Purchase
Agreement") pursuant to which Wingate would purchase from Kimmel
(i) 1,103,448 shares of Common Stock for a purchase price of $7.25
a share and (ii) a warrant to acquire additional 220,690 shares
of Common Stock for $10.25 a share. The consummation of the Kimmel
Stock Purchase Agreement is subject to, among other things, the
consummation of the Company Stock Purchase Agreement.
The foregoing description of the Kimmel Stock Purchase
Agreement and the Company Stock Purchase Agreement is qualified
in its entirety by reference to the copies of the Kimmel Stock
Purchase Agreement and the Company Stock Purchase Agreement and
the exhibits thereto, filed as Exhibit 2.2 and Exhibit 2.1,
respectively, to the Company's Current Report on form 8-K, dated
December 30, 1998 incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Add the following:
See Item 4 regarding the Kimmel Stock Purchase
Agreement.
<PAGE>
CUSIP No. 492716-10-5 13D Page 4 of 5
Item 7. Materials to be Filed as Exhibits.
Add the following:
1. Stock Purchase Agreement, dated December 23, 1998
among Wingate Partners II, L.P., Jerry E. Kimmel and
Kevco, Inc. (incorporated herein by reference to
Exhibit 2.2 of the Company's Current Report on Form
8-K dated December 30, filed with the Commission on
December 30, 1998.
2. Stock Purchase Agreement between Kevco, Inc. and
Wingate Partners II, L.P.(incorporated herein by
reference to Exhibit 2.1 of the Company's Current
Report on Form 8-K dated December 30, filed with
the Commission on December 30, 1998
<PAGE>
CUSIP No. 492716-10-5 13D 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.
December 30, 1998
/s/ Jerry E. Kimmel
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Name: Jerry E. Kimmel
