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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
August 28, 2000 (August 24, 2000)
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Date of Report (Date of earliest event reported)
PAMECO CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 001-12837 51-0287654
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1000 Center Place, Norcross, Georgia 30093
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(Address of principal executive offices) (Zip Code)
(770) 798-0700
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 28, 2000, Littlejohn Fund II, L.P. ("Littlejohn Fund") and
Quilvest American Equity Ltd. ("Quilvest" and, collectively with Littlejohn
Fund, the "Purchasers") invested an aggregate of $10 million, and Littlejohn
agreed to invest an additional $2.5 million within 30 days (the "Purchase"), in
each case, in exchange for shares of Series B Cumulative Pay-in-Kind Convertible
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of Pameco
Corporation, a Delaware corporation (the "Company"). The Purchase is pursuant to
the existing February 18, 2000 Securities Purchase Agreement as part of the
second phase of a planned restructuring of the Company. The Company has been
informed by Littlejohn that the source of the funds from which Littlejohn Fund
drew to purchase the Preferred Stock was capital contributed by its limited
partners. Quilvest S.A. is a financial holding company that controls Quilvest
Overseas Ltd. Quilvest is a subsidiary of Quilvest Overseas Ltd. and Quilvest
makes direct and direct equity and debt investments in the United States. The
Company has been informed by Quilvest that Quilvest's portion of the purchase of
the Preferred Stock was funded by liquidity made available to Quilvest from
Quilvest S.A.
The net proceeds from the Purchase will be applied to reduce outstanding
indebtedness under the Company's existing senior revolving credit facility,
thereby freeing up additional availability to be used for working capital and
general corporate purposes.
In connection with the Purchase, the Company also amended its senior credit
facility with Fleet Capital Corporation and related documents to modify the
current borrowing base calculations, resulting in additional availability, and
to change certain covenant thresholds.
The terms of the Preferred Stock entitle holders thereof, subject to the
requirements of applicable law, to convert their shares into the Company's
common stock, which the Company is required to register pursuant to certain
terms and conditions. Holders of the Preferred Stock will be entitled, among
other things, to vote as a class with holders of the Company's common stock.
Item 7. Financial Statements and Exhibits.
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Exhibit No. Description
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<C> <S>
3-1 Certificate of Incorporation of Pameco Corporation, as amended.
3-2 Bylaws of Pameco Corporation (incorporated by reference to
Exhibit C to the Registrant's Proxy Statement dated June 23,
2000).
10-44 Amendment to Loan and Security Agreement, dated August 23, 2000,
by and among Pameco Corporation, the Financial Institutions
Party thereto from time to time, Fleet Capital Corporation and
FleetBoston Robertson Stephens, Inc.
99 Press Release.
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SIGNATURE
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.
Pameco Corporation
By: /s/ Robert J. Davis
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Robert J. Davis
Senior Vice President and
Chief Financial Officer
August 24, 2000
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(Date)
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<C> <S>
3-1 Certificate of Incorporation of Pameco Corporation, as amended.
3-2 Bylaws of Pameco Corporation (incorporated by reference to
Exhibit C to the Registrant's Proxy Statement dated June 23,
2000).
10-44 Amendment to Loan and Security Agreement, dated August 23, 2000,
by and among Pameco Corporation, the Financial Institutions
Party thereto from time to time, Fleet Capital Corporation and
FleetBoston Robertson Stephens, Inc.
99 Press Release.
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