<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INDUSTRIAL DISTRIBUTION GROUP, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5085 58-2299339
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
2500 Royal Place
Tucker, Georgia 30084
(770) 243-9000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Martin S. Pinson
Chairman and Chief Executive Officer
2500 Royal Place
Tucker, Georgia 30084
(770) 243-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
<TABLE>
<C> <C>
W. Randy Eaddy, Esq. William R. Kunkel, Esq.
Kilpatrick Stockton LLP Skadden, Arps, Slate, Meagher & Flom (Illinois)
1100 Peachtree Street 333 West Wacker Drive
Atlanta, Georgia 30309 Chicago, Illinois 60606
(404) 815-6500 (312) 407-0820
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities on this Form are being offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (No. 333-31539)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
==================================================================================================================
AMOUNT AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value...... 345,000 shares $17.00 $5,865,000 $1777.27
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</TABLE>
(1) Includes shares that the Underwriters have the option to purchase to cover
overallotments, if any.
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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-1, FILE NO. 333-31539
The Company hereby incorporates by reference into this Registration
Statement on Form S-1 in its entirety the Registration Statement on Form S-1
(File No. 333-31539) declared effective on September 23, 1997 by the Securities
and Exchange Commission (the "Commission"), including each of the documents
filed by the Company with the Commission and incorporated or deemed to be
incorporated by reference therein and any prospectuses filed in connection
therewith in accordance with Rule 424 promulgated under the Securities Act of
1933, as amended.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) All exhibits filed with the Registration Statement on Form S-1 (File
No. 333-31539) are incorporated by reference into, and shall be deemed a part
of, this Registration Statement, except the following, which are filed herewith:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <C> <S>
5.1 -- Opinion of Kilpatrick Stockton LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Miller & Co. LLP
23.4 -- Consent of Schenck & Associates, SC
23.5 -- Consent of Baird, Kurtz & Dobson
24.1 -- Powers of Attorney (see Signature Page)
</TABLE>
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia,
on the 23rd day of September, 1997.
INDUSTRIAL DISTRIBUTION GROUP, INC.
By: /s/ MARTIN S. PINSON
------------------------------------
Martin S. Pinson
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 23rd day
of September, 1997, in the capacities indicated.
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<CAPTION>
SIGNATURE POSITION
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<C> <S>
/s/ MARTIN S. PINSON Chairman of the Board and Chief Executive
- ----------------------------------------------------- Officer (Principal Executive Officer)
Martin S. Pinson
/s/ JACK P. HEALEY Vice President, Chief Financial Officer, and
- ----------------------------------------------------- Secretary (Principal Financial and
Jack P. Healey Accounting Officer)
/s/ DAVID K. BARTH Director
- -----------------------------------------------------
David K. Barth
/s/ WILLIAM J. BURKLAND Director
- -----------------------------------------------------
William J. Burkland
Director
- -----------------------------------------------------
William R. Fenoglio
Director
- -----------------------------------------------------
William T. Parr
/s/ GEORGE L. SACHS, JR. Director
- -----------------------------------------------------
George L. Sachs, Jr.
Director
- -----------------------------------------------------
Richard M. Seigel
/s/ ANDREW B. SHEARER Director
- -----------------------------------------------------
Andrew B. Shearer
/s/ DOUGLASS C. SMITH Director
- -----------------------------------------------------
Douglass C. Smith
</TABLE>
II-2
<PAGE> 1
EXHIBIT 5.1
[KILPATRICK STOCKTON LLP LETTERHEAD]
Suite 2800
Peachtree Street
Atlanta, Georgia 30309-4530
September 23, 1997
Industrial Distribution Group, Inc.
2500 Royal Place
Tucker, Georgia 30084
Re: Industrial Distribution Group, Inc.
Registration Statement on Form S-1 (File No. 333- )
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-1 (the "Registration Statement") filed by Industrial Distribution Group, Inc.
(the "Company"), a Delaware corporation, with the Securities and Exchange
Commission with respect to the registration under the Securities Act of 1933,
as amended, of 300,000 shares of Common Stock, par value $0.01 per share, of the
Company (the "Common Stock"), to be sold by the Company to the underwriters as
contemplated to be named in the Registration Statement (the "Underwriters") for
resale by them to the public, together with an additional 45,000 shares of
Common Stock subject to an over-allotment option granted to the Underwriters by
the Company.
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials and officers of
the Company, and other instruments related to the authorization and issuance of
the Common Stock as we deemed relevant or necessary for the opinion expressed
herein. Based upon the foregoing, it is our opinion that the shares of Common
Stock to be issued and sold by the Company to the Underwriters will be, upon
issuance, sale, and delivery in the manner and under the terms and conditions
described in the Registration Statement, validly issued, fully paid, and
nonassessable.
<PAGE> 2
Industrial Distribution Group, Inc.
September 23, 1997
Page 2
Yours truly,
KILPATRICK STOCKTON LLP
/s/ Jan M. Davidson
-----------------------------------
Jan M. Davidson,
a Partner
<PAGE> 1
EXHIBIT 23.2
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement of our reports included in the
Company's Registration Statement (Form S-1, No. 331-31539) and to all references
to our firm included in or incorporated by reference into this Registration
Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 22, 1997
<PAGE> 1
EXHIBIT 23.3
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement of our report included in the
Company's Registration Statement (Form S-1, No. 333-31539) and to all
references to our firm included in or incorporated by reference into this
Registration Statement.
/s/ Miller & Co. LLP
York, Pennsylvania
September 18, 1997
<PAGE> 1
EXHIBIT 23.4
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement of our report included in the
Company's Registration Statement (Form S-1, No. 333-31539) and to all
references to our Firm included in or incorporated by reference into this
Registration Statement.
/s/ Schenck & Associates, SC
Green Bay, Wisconsin
September 18, 1997
<PAGE> 1
EXHIBIT 23.5
We hereby consent to the incorporation by reference into this Registration
Statement of our audit report respecting the financial statements of Tri-Star
Industrial Supply, Inc., St. Louis, Missouri, at and for the years ended
September 30, 1996 and 1995, included in Amendment No. 3 to the Registration
Statement on Form S-1 of Industrial Distribution Group, Inc., and to the
references made to our firm in this Registration Statement.
/s/ Baird, Kurtz & Dobson
St. Louis, Missouri
September 22, 1997
