SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 001-12837
---------
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 2-F
[X] Form 10-Q [ ] Form N-SAR
For Period Ended:
September 30, 1999
- --------------------------------------------------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
______________________________________________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
______________________________________________________________________
______________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant
Pameco Corporation
- --------------------------------------------------------------------
Former name if applicable
N/A
- --------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)
1000 CENTER PLACE
- --------------------------------------------------------------------
City, State and Zip Code
NORCROSS, GA 30093
- --------------------------------------------------------------------
<PAGE>
PART II. RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate.)
[X]
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if
needed.)
The Registrant is in the process of negotiating with certain of its
lenders amendments to certain loan agreements. Such amendments, if
consummated, will materially impact the information to be set forth
in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and other disclosure to be included in the
Registrant's Quarterly Report on Form 10-Q.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Jerry W. Bowman (770) 798-0700
- --------------------------------------------------------------------
(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?
[x] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Registrant anticipates that losses for the quarter ended August 31,
1999 will be between $750,000 and $1.3 million, or approximately $0.08 to $0.14
per share, compared to earnings of $8.3 million, or $0.95 per share, for the
corresponding period in 1998. The explanation for such anticipated change is
included in a press release issued by the Registrant on October 15, 1999, a copy
of which is attached hereto as Attachment A.
PAMECO CORPORATION
-------------------------------------------
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date
October 15, 1999
- ----------------------------
/s/ Jerry W. Bowman
By ---------------------------------------
Jerry W. Bowman
Chief Operating Officer
<PAGE>
Attachment A
[GRAPHIC OMITTED]
Pameco Corporation (NYSE:PCN) today announced that it expects to report a loss
of between $750,000 and $1.3 million, or approximately $0.08 to $0.14 per share,
on net sales of approximately $207 million for the fiscal second quarter ended
August 31, 1999. For the first six months of the current fiscal year, the
Company expects to report a loss of between $.24 and $.30 per share, on net
sales of approximately $366 million.
The loss is primarily attributable to restructuring charges and operating
losses. A restructuring charge of $2.9 million is included in the second quarter
loss. The restructuring charge relates to charges for the closing or combining
of branch locations. The Company recorded an additional charge of $471,000
related to the future severance payments to be paid to certain former executive
officers of the Company.
The Company also announced that it will delay the filing of its Quarterly Report
on Form 10-Q for the fiscal 2000 second quarter ended August 31, 1999 with the
Securities and Exchange Commission, previously expected to be filed today, and
has filed for an extension. The Company is currently negotiating an amendment to
its debt agreement with its lenders, which could materially impact the MD&A of
the financial statements and other disclosures in the Company's Form 10-Q. The
Company expects to file its Form 10-Q on Wednesday, October 20, 1999.
Pameco Corporation is one of the largest distributors of HVAC systems
and equipment and refrigeration products in the United States, with predecessor
corporations dating back to 1931, and has established a leading position in the
consolidating distribution segment of the climate control industry, building a
centralized national distribution network. Pameco's products include a complete
range of heating, air conditioning and refrigeration("HVAC/R") equipment, parts
and supplies for the light commercial and residential HVAC markets and
commercial refrigeration market. The products sold by Pameco are used
principally for the repair and replacement of existing HVAC/R and for new
construction. The Company had 353 branches in 47 states and Guam which are
located in 95 of the top 100 population centers in the country as of May 31,
1999.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: Certain statements contained in this press release are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, including without limitation, the Company's plans
for future business development activities, product mix, margin enhancements,
the timely review of the Company's management information system ("MIS") and the
successful implementation of the MIS and any additional enterprise wide software
required to enhance the functionality thereof, eventual improvements to the
Company's logistics and delivery system through the MIS, and the Company's
ability to operate acquired companies in a profitable manner. Such
forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. Investors are cautioned
that any forward-looking statements are not guarantees of future performance and
involve risks and uncertainties and that actual results may differ materially
from those contemplated by such forward-looking statements. Such risks include,
without limitation, risks associated with the Company's information technology,
including its MIS, the risk that the Company will not be able to successfully
implement its new strategies, the risk that new acquisitions will not be
successfully integrated into the Company, the seasonality and cyclicality of the
Company's sales, the Company's competition, the Company's dependence on supplier
relationships, the increased presence of buying groups and risks related to the
Company's borrowings.
Pameco Corp. - 1000 Center Place - Norcross, GA 30093
Telephone (770) 798-0700 Facsimile (770) 326-7141
