<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
White Cap Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
963505 10 2
------------------------------------
(CUSIP Number)
(1) 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 in 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 ("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
<PAGE> 2
- ---------------------- ------------------
CUSIP No. 963505 10 2 13G Page 2 of 8 Pages
- ---------------------- ------------------
================================================================================
1 NAME OF REPORTING PERSON
KRG CAPITAL PARTNERS, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 84-1377547
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
--------
(a)
--------
--------
(b) X
--------
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,047,962
-----------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
None
-----------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
None
-----------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH
None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,047,962
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
--------
--------
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
- ----------------------- -------------------
CUSIP No. 963505 10 2 13G Page 3 of 8 Pages
- ----------------------- -------------------
================================================================================
1 NAME OF REPORTING PERSON
MEMBERS OF KRG CAPITAL INVESTMENTS II, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
--------
(a)
--------
--------
(b) X
--------
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
None
-----------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
None
-----------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
1,047,962
-----------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH
None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,047,962
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
--------
--------
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
White Cap Industries, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3120 Airway Avenue
Costa Mesa, California 92626
ITEM 2(a). NAME OF PERSON FILING:
This Schedule 13G is being jointly filed by each of
the following persons pursuant to Rule 13d-(1)(f) promulgated
by the Securities and Exchange Commission pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the
"Act"): (i) KRG Capital Partners, LLC ("KRG Capital"), a
Colorado limited liability company, by virtue of its voting
control of 1,047,962 shares of common stock, par value $.01
per share (the "Common Stock"), of White Cap Industries, Inc.
(the "Company"); (ii) certain members (the "Members") of KRG
Capital Investments II, LLC ("KRG II"), a Colorado limited
liability company, by virtue of their beneficial ownership of
1,047,962 shares of Common Stock. KRG Capital and the Members
are hereinafter collectively referred to as the "Reporting
Persons." The Reporting Persons have entered into a Joint
Filing Agreement, dated October 7, 1998, a copy of which is
filed with this Schedule 13G as Exhibit A, pursuant to which
the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-1(f)(1)
under the Act.
The Reporting Persons may be deemed to constitute a
"group" for purposes of Section 13(d)(3) of the Act. The
Reporting Persons expressly disclaim that they have agreed to
act as a group other than as described in this Schedule 13G.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each
of the Reporting Persons is c/o KRG Capital Partners, LLC, 370
Seventeenth Street, Suite 2300, Denver, Colorado
80208.
ITEM 2(c). CITIZENSHIP:
KRG Capital is a limited liability company organized
under the laws of the State of Colorado; the Members are
citizens of the United States and trusts established under the
laws of various states.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share.
ITEM 2(e). CUSIP NO.:
963505 10 2
Page 4 of 8
<PAGE> 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b) OR 13D-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP:
(a)-(c). Each Reporting Person named in response to Item 2 hereof has
sole power to vote or to direct the vote and sole power to dispose
or to direct the disposition of the Common Stock as follows:
KRG Capital. Pursuant to an agreement with all members of KRG
II, KRG Capital previously had the sole right to vote the 1,300,954
shares of Common Stock held by such members. Such agreement was amended
and restated effective October 7, 1998 to release certain members of
KRG II, who beneficially own approximately 2.3% of the Common Stock
outstanding, from the voting agreement. As a result of such amendment
and other sale transactions, KRG now has the sole right to vote the
1,047,967 shares of Common Stock held by the Members. The filing of
this Schedule 13G by KRG Capital shall not be considered an admission
that KRG Capital is, for the purpose of Section 13(g) of the Act, the
beneficial owner of such shares held by the Members.
Members of KRG II. Each of the Members has the sole right to
dispose or direct the disposition of the number of shares set forth
opposite such Member's name on Schedule A hereto. Each of the Members
disclaims beneficial ownership of all the shares of Common Stock held
by other Members, other than immediate family members or family trusts.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
See Response to Item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10. CERTIFICATION:
Not Applicable.
Page 5 of 8
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: OCTOBER 8, 1998
KRG CAPITAL PARTNERS, LLC
(FOR ITSELF AND FOR THE MEMBERS
PURSUANT TO POWER OF ATTORNEY)
By: /s/ Bruce Rogers
--------------------------------
Bruce Rogers
Managing Director
Page 6 of 8
<PAGE> 1
EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
---------------------
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule
13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf
of each of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: OCTOBER 8, 1998
KRG CAPITAL PARTNERS, LLC
(FOR ITSELF AND FOR THE MEMBERS
PURSUANT TO POWER OF ATTORNEY)
By: /s/ Bruce Rogers
-----------------------------------
Bruce Rogers
Managing Director
Page 7 of 8
<PAGE> 2
SCHEDULE A
<TABLE>
<CAPTION>
BALANCE
SH TAX ID NUMBER NAME HELD
- ------------------------------------- ------------------------------------------------------------- ------------------
<S> <C> <C>
###-##-#### Brenda K. King 71,346
###-##-#### Mark M. King 209,517
###-##-#### MBK Children's Trust 24,360
###-##-####/###-##-#### Bruce L. Rogers and Sally K. Rogers, Ten in Common 225,303
###-##-#### Andrew J. Gwirtsman 13,230
84-1363522 Capital Resources Growth, Inc. 208,800
###-##-####/###-##-#### Charles R. Gwirtsman and Nancy J. Reichman 93,707
###-##-#### Daniel L. Gwirtsman 13,230
###-##-#### Lee W. Dines 72,968
###-##-#### Nancy J. Reichman 45,901
###-##-#### Rogers Family Trust 26,100
###-##-#### Sally K. Rogers Trust 43,500
-----------------
TOTAL 1,047,967
</TABLE>
