<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
PAMECO CORPORATION
------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
697934305
---------
(CUSIP Number)
Angus C. Littlejohn, Jr.
Littlejohn & Co., LLC
115 East Putnam Avenue
Greenwich, Connecticut 06830
(203) 861-4005
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 16, 2001
----------------
(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/A, and is filing this
schedule because of Rule 13D/A-1(b)(3) or (4), check the following box [_]
Check the following box if a fee is being paid with the statement. [_] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13D/A-7.)
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 "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).
Page 1 of 8
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SCHEDULE 13D
--------------------------------- -------------------------------
CUSIP No. 697934305 Page 2 of 8 Pages
--------------------------------- -------------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Littlejohn Fund II, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware, United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 16,633,779
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,697,661
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 16,633,779
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,630,994
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
21,264,773
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
13
89.76%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14c
PN
------------------------------------------------------------------------------
*Percentage based on a total outstanding of 23,689,643 shares of Common
Stock, consisting of (i) 3,082,330 shares of Common Stock, (ii) 140,000 shares
of Series A Preferred Stock, as converted into 4,666,666 shares of Common Stock,
(iii) 62,500 shares of Series B Preferred Stock, as converted into 3,698,223
shares of Common Stock, (iv) 62,500 shares of Series C Preferred Stock, as
converted into 7,575,758 shares of Common Stock, and (v) warrants to purchase
140,000 shares of Series A Preferred Stock, as exercised and converted into
4,666,666 shares of Common Stock.
Page 2 of 8
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SCHEDULE 13D
-------------------------- -------------------
CUSIP No. 697934305 Page 3 of 8 Pages
-------------------------- -------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Littlejohn Associates II, LLC
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware, United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
16,633,779
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,697,661
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
16,633,779
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,630,994
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
21,264,773
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
13
89.76%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO
------------------------------------------------------------------------------
*Percentage based on a total outstanding of 23,689,643 shares of Common
Stock, consisting of (i) 3,082,330 shares of Common Stock, (ii) 140,000 shares
of Series A Preferred Stock, as converted into 4,666,666 shares of Common Stock,
(iii) 62,500 shares of Series B Preferred Stock, as converted into 3,698,223
shares of Common Stock, (iv) 62,500 shares of Series C Preferred Stock, as
converted into 7,575,758 shares of Common Stock, and (v) warrants to purchase
140,000 shares of Series A Preferred Stock, as exercised and converted into
4,666,666 shares of Common Stock.
Page 3 of 8
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SCHEDULE 13D
------------------------------ ---------------------------
CUSIP No. 697934305 Page 4 of 8 Pages
------------------------------ ---------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Angus C. Littlejohn, Jr.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
16,633,779
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,697,661
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
16,633,779
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,630,994
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
21,264,773
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
13
89.76%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14e
IN
------------------------------------------------------------------------------
*Percentage based on a total outstanding of 23,689,643 shares of Common
Stock, consisting of (i) 3,082,330 shares of Common Stock, (ii) 140,000 shares
of Series A Preferred Stock, as converted into 4,666,666 shares of Common Stock,
(iii) 62,500 shares of Series B Preferred Stock, as converted into 3,698,223
shares of Common Stock, (iv) 62,500 shares of Series C Preferred Stock, as
converted into 7,575,758 shares of Common Stock, and (v) warrants to purchase
140,000 shares of Series A Preferred Stock, as exercised and converted into
4,666,666 shares of Common Stock.
Page 4 of 8
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SCHEDULE 13D
----------------------------- ----------------------------
CUSIP No. 697934305 Page 5 of 8 Pages
----------------------------- ----------------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quilvest American Equity Ltd.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,590,202
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,590,202
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,590,202
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
13
65.1%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
*Percentage based on a total outstanding of 7,055,863 shares of Common Stock,
consisting of (i) 3,082,330 shares of Common Stock, (ii) 28,000 shares of Series
A Preferred Stock, as converted into 933,333 shares of Common Stock, (iii)
10,000 shares of Series B Preferred Stock, as converted into 591,715 shares of
Common Stock, (iv) 10,000 shares of Series C Preferred Stock, as converted into
1,515,152 shares of Common Stock, and (v) warrants to purchase 28,000 shares of
Series A Preferred Stock, as exercised and converted into 933,333 shares of
Common Stock.
Page 5 of 8
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This Statement on Schedule 13D/A (this "Statement"), which is being filed
jointly by the Reporting Persons, also constitutes Amendment No. 7 to the
Statement on Schedule 13D, as amended, previously filed by Quilvest American
Equity Ltd. ("Quilvest") with respect to shares of Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), of Pameco Corporation, a Georgia
corporation. The Class A Common Stock is currently denominated as Common Stock,
par value $.01 per share (the "Common Stock"), of Pameco Corporation, a Delaware
corporation (the "Company"). This Statement amends the previously filed
Statement on Schedule 13D filed by the Reporting Persons. Information in this
Statement with respect to Quilvest or its affiliates has been provided by
Quilvest. Information in this Statement with respect to the other Reporting
Persons has been provided by such other Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
By letter dated January 16, 2001 (the "Offer Letter," attached hereto
as Exhibit 1), Quilvest and Littlejohn Fund II, L.P. ("Littlejohn," and together
with Quilvest, the "Buyers") communicated to the Board of Directors of the
Company their proposal to acquire all of the outstanding shares of Common Stock
of the Company (the "Proposed Acquisition") for a cash purchase price of $0.40
per share (the "Consideration").
Pursuant to an agreement between the Buyers (the "Buyers Term Sheet,"
attached hereto as Exhibit 2), Buyers intend to form an entity, to be owned
eighty percent (80%) by Littlejohn and twenty percent (20%) by Quilvest, that
will acquire the Common Stock. The Buyers have calculated that, assuming there
are no dissenting shares, approximately $986,265 will be required to pay the
aggregate Consideration due to holders of Common Stock of the Company (other
than shares held by the Reporting Persons/1/) at the closing of the Proposed
Acquisition. Buyers expect that the funds to be used to pay the Consideration
shall come from their respective working capital.
The transactions contemplated by the Offer Letter and the Buyers Term
Sheet are subject to a number of terms and conditions set forth therein. The
information set forth in response to this Item 3 is qualified in its entirety by
reference to the Offer Letter and the Buyers Term Sheet, which are expressly
incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons originally acquired the shares of Common Stock
beneficially owned by each of them for investment purposes. However, pursuant to
the Offer Letter, Buyers have proposed the Proposed Acquisition. The Proposed
Acquisition is conditioned on, among other things, (i) the negotiation and
execution of a definitive agreement acceptable to each of the Buyers and the
Company, and the satisfaction of the conditions set forth therein; (ii) approval
by a special committee of the Board of Directors of the Company consisting
solely of directors who are not affiliated with either Littlejohn or Quilvest;
(iii) approval by the investment committees and Boards of Directors of
Littlejohn and Quilvest, respectively, (iv) receipt of the necessary consents
from the Company's existing senior and subordinated lenders such that such
indebtedness will remain outstanding after consummation of the Proposed
Acquisition on substantially the same terms and conditions as are presently in
effect; and (v) the absence of any material adverse change in the financial
condition, results of operation, assets, liabilities or business of the Company.
If the Proposed Acquisition is completed, (i) each of the shares of
the Common Stock of the Company outstanding at the time of the Proposed
Acquisition (other than dissenting shares, and any shares held either in the
Company's treasury or by the Reporting Persons, which will be canceled) will be
converted into the right to receive the Consideration; (ii) Buyers shall
indirectly own one hundred percent (100%) of the outstanding shares of the
Company; (iii) it is expected that the Common Stock of the Company shall cease
to be authorized to be quoted on the OTC Bulletin Board or on any other
interdealer quotation system of a registered national securities association;
and (iv) it is expected that the Common Stock of the Company shall be removed
from registration, and Company shall cease to be a reporting company, under the
1934 Act.
/1/ At the purchase price proposed by Buyers, the total outstanding shares
would be valued at $1,232,932. The total Consideration estimated to be paid by
Buyers does not account for 616,667 shares, valued at $246,667, owned by the
Reporting Persons.
Page 6 of 8
<PAGE>
The Reporting Persons expect to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, market price
of the Common Stock, conditions in securities markets generally, general
economic and industry conditions and other factors. Accordingly, the Reporting
Persons reserve the right to change their plans and intentions at any time, as
they deem appropriate. In particular, the Reporting Persons may at any time and
from time to time acquire additional shares of Common Stock or securities
convertible or exchangeable for Common Stock or dispose of shares of Common
Stock. Any such transactions may be effected at any time and from time to time,
subject to any applicable limitations of the Securities Act of 1933, as amended,
and the 1934 Act.
Except as disclosed in Item 3 and this Item 4, none of the Reporting
Persons has any current plans or proposals which would relate to or would result
in: (a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the 1934 Act; or (j) any action similar to any of those
enumerated in clauses (a) through (i) above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Letter from Quilvest American Equity Ltd. and
Littlejohn Fund II, L.P. to Pameco Corporation, dated
as of January 16, 2001.
Exhibit 2. Term Sheet executed by Quilvest American Equity Ltd.
and Littlejohn Fund II, L.P.
Page 7 of 8
<PAGE>
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.
Date: January 16, 2001 Littlejohn Fund II, L.P.
By: Littlejohn Associates II, LLC, General
Partner
By: /s/ Harry F. Weyher III
-------------------------
Name: Harry F. Weyher III
Title: Manager
Littlejohn Associates II, LLC
By: /s/ Harry F. Weyher III
-------------------------
Name: Harry F. Weyher III
Title: Manager
/s/ Angus C. Littlejohn, Jr.
---------------------------
Angus C. Littlejohn, Jr., individually
Quilvest American Equity Ltd.
By: /s/ Willem F.P. de Vogel
-----------------------------
Name: Willem F.P. de Vogel
Title: Attorney-in-Fact
Page 8 of 8
