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WASHINGTON, D.C.
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: JULY 23, 1999
(Date of earliest event reported)
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WHITE CAP INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-22989 84-1380403
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) (Identification No.)
3120 AIRWAY AVENUE, P.O. BOX 1770, COSTA MESA, CALIFORNIA 92626
(Address of principal executive offices, zip code)
(714) 850-0900
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On July 22, 1999, the Registrant issued a press release announcing the
signing of a merger agreement, the effect of which will be (if approved by the
stockholders of the Registrant) a recapitalization of the Registrant pursuant
to a Rule 13e-3 transaction under the Exchange Act of 1934, as amended.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
99.1 Press Release of the Registrant dated July 22, 1999.
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SIGNATURES
Pursuant to the requirement 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.
WHITE CAP INDUSTRIES, INC.
(Registrant)
Date: July 26, 1999 By: /s/ CHRIS LANE
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Chris Lane
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Numbered
Number Description Page
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99.1 Press Release of the Registrant dated July 22, 1999.
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Exhibit 99.1
WHITE CAP INDUSTRIES, INC. ANNOUNCES RECAPITALIZATION
AGREEMENT WITH LEONARD GREEN & PARTNERS, L.P.
COSTA MESA, California, July 22, 1999 -- White Cap Industries, Inc. (Nasdaq:
WHCP) ("White Cap" or the "Company") today announced the signing of a definitive
merger agreement between the Company and a group consisting of an affiliate of
Leonard Green & Partners, L.P., Greg Grosch, the Company's founder, Chairman,
Chief Executive Officer and President, and other members of management. Under
the terms of the agreement, the Company's shareholders will receive $16.50 per
share in cash. Greg Grosch and certain other members of management will retain a
portion of their stockholdings in the surviving corporation, although a
substantial amount of their shares will be acquired in the transaction along
with, and at the same price as, all other outstanding shares. The transaction is
valued at approximately $240 million.
The Company entered into the merger agreement following the unanimous
recommendation by a committee of non-management directors of the Company's Board
of Directors. Mr. Grosch stated, "We believe that the committee has engaged in a
careful review of the proposal and we are pleased that the Board of Directors
has determined to proceed with a transaction designed to provide significant
value to our shareholders."
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Mr. Grosch stated, "We are delighted to enter into the recapitalization
agreement with Leonard Green & Partners. The transaction brings significant
value to our shareholders and provides White Cap increased financial strength to
continue our leadership in business-to-business retailing to professional
contractors. Peter Nolan, Partner with Leonard Green & Partners, L.P., said, "We
look forward to our partnership with White Cap and its management team lead by
Greg Grosch. Leonard Green & Partners is committed to providing the capital
necessary to maintain White Cap's industry leadership and the highest level of
service to its professional contractor customers."
Mr. Grosch, members of the Board of Directors, KRG Capital Partners and
APEX Investment Partners together with certain additional members of management
who collectively own beneficially approximately 45% of the outstanding common
stock of the Company have agreed to vote their shares in favor of the merger
transaction.
Completion of the transaction is subject to customary conditions
including shareholder approval and receipt of regulatory approvals. Shareholder
approval will be solicited by means of a proxy statement, which will be mailed
to shareholders upon the completion of the required Securities and Exchange
Commission filing and review process. The Company currently anticipates
completing the transaction in the fourth calendar quarter. The debt and equity
financing necessary for the transaction has been fully committed by Leonard
Green & Partners, L.P., through Green Equity Investors III, L.P., a $1.24
billion private equity fund, and affiliates of Donaldson, Lufkin & Jenrette
Securities Corporation.
Leonard Green & Partners, L.P. is a private Los Angeles-based merchant
banking firm specializing in organizing, structuring and sponsoring management
buy-outs, going private transactions and recapitalizations of established public
and private companies. Leonard Green &
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Partners, L.P. has significant investments in Liberty Group Publishing, Inc., a
chain of 284 community newspapers, Twinlabs Corporation, a leading manufacturer
and marketer of vitamins and nutritional supplements, Leslie's Poolmart, Inc.,
the nation's leading retailer of pool supplies, and Gart Sports Company, the
nation's second largest sporting goods retailer. Leonard Green & Partners, L.P.
is the largest private equity firm in Southern California managing in excess of
$1.7 billion of private equity capital.
White Cap Industries, Inc. is a leading business-to-business retailer
of specialty tools and materials to professional contractors in the Western
United States. The Company currently operates 39 branches in the Western United
States.
