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Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
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Date of Earliest Event Reported: May 26, 1998
PENTACON, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 001-13931 76-0531585
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
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9821 Katy Freeway, Suite 500
Houston, Texas 77024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 464-7770
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ITEM 5. OTHER EVENTS
On May 26, 1998, Pentacon, Inc. (the "Company") issued a press release
announcing that (i) it had signed letters of intent to acquire two fastener
distribution companies and (ii) it had closed on the acquisition of Pace
Products, Inc. The press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K, and the contents of such Exhibit are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated May 26, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PENTACON, INC.
By: /s/ Bruce M. Taten
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Bruce M. Taten
Senior Vice President and
General Counsel
Date: June 9, 1998
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Exhibit 99.1
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NEWS RELEASE
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FOR: Pentacon, Inc.
CONTACT: Brian Fontana
Senior Vice President
& CFO
(713) 463-8854
FOR IMMEDIATE RELEASE
PENTACON, INC. ANNOUNCES TRANSACTIONS TO ACQUIRE $44
MILLION IN ANNUALIZED REVENUE
Houston, Texas, May 26, 1998 - Pentacon, Inc. (NYSE: JIT), a leading
distributor of fasteners and other small parts and provider of related inventory
management services today announced that it had signed letters of intent to
acquire two fastener distribution companies with combined annualized revenues of
approximately $37 million. These acquisitions are subject to customary due
diligence and regulatory approval and are expected to close before the end of
July.
In addition, the Company announced that it had closed on the
acquisition of Pace Products, Inc., a company with $7 million in annualized
revenues. In total, these three acquisitions have annualized revenues of $44
million.
Mark E. Baldwin, Chairman and Chief Executive Officer, commented, "We
are excited about the first acquisitions since our initial public offering was
completed in early March of this year. These acquisitions are consistent with
our plan to build upon our core business with strategic acquisitions.
"Each of these transactions will be immediately accretive to earnings
and we remain encouraged with the pace of our acquisition program for the
balance of the year" added Baldwin.
This news release contains forward-looking statements that are subject
to certain risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Among the key factors that could cause actual results to differ
materially from expectations, estimates of costs or projected or anticipated
changes to cost estimates relating to entering new markets or expanding in
existing markets, changes in economic and industry conditions and changes in
regulatory requirements. These and other risks and assumptions are described in
the Company's reports that are available from the United States Securities and
Exchange Commission.
Headquartered in Houston, Texas, Pentacon is a leading distributor of
fasteners and other small parts and provider of related inventory management
services. The Company presently has 27 distribution facilities located in 14
states.
