<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
White Cap Holdings, 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
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CUSIP No. 963505 10 2 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 944,994
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER None
REPORTING
PERSON SHARED DISPOSITIVE POWER None
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,994
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 963505 10 2 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 944,994
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,994
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
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 944,994
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 944,994 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 March 10, 1999, 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
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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
1,047,962 shares of Common Stock held by such members. Such
agreement was amended and restated effective March 10, 1999 to
release certain members of KRG II, who beneficially owns less than
1% 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 944,994 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
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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: MARCH 10, 1999
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> 7
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: MARCH 10, 1999
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> 8
SCHEDULE A
<TABLE>
<CAPTION>
BALANCE
SH TAX ID NUMBER NAME HELD
- ---------------- ---- ----
<S> <C> <C>
###-##-#### Brenda K. King 64,346
###-##-#### Mark M. King 202,517
###-##-#### MBK Children's Trust 23,360
###-##-####/###-##-#### Bruce L. Rogers and Sally K. Rogers, Ten in Common 210,303
###-##-#### 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
###-##-#### Nancy J. Reichman 45,901
###-##-#### Rogers Family Trust 26,100
###-##-#### Sally K. Rogers Trust 43,500
-------
TOTAL 944,994
</TABLE>
