SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
THE STROBER ORGANIZATION, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
863318 10 1
(CUSIP Number)
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
TEL: (201) 643-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 11, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box <square>.
Check the following box if a fee is being paid with this statement <square>.
1 of 8
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 2 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SUE STROBER
###-##-####
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES 948,951
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
676,791
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
676,791
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.46
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 3 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STROBER FAMILY TRUST (THE "TRUST")
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 - SUE STROBER, AS DONOR OF THE TRUST, TRANSFERRED THE
SHARES OF THE ISSUER TO THE REPORTING PERSON.
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
180,960
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,960
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60
(14) TYPE OF REPORTING PERSON
00 - CHARITABLE REMAINDER TRUST
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 4 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HILARY STROBER
###-##-####
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 - SUE STROBER, AS DONOR, GIFTED THE SHARES OF THE
ISSUER TO THE REPORTING PERSON.
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
45,600
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,600
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 5 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEVEN STROBER
###-##-####
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 - SUE STROBER, AS DONOR, GIFTED THE SHARES OF THE
ISSUER TO THE REPORTING PERSON.
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
45,600
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,600
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
SCHEDULE 13D
Amendment No. 8
This Amendment is filed on behalf of Sue Strober and amends and
supplements the initial Schedule 13D dated March 8, 1988; as amended by
Amendment No. 1 dated November 19, 1990; Amendment No. 2 dated December 19,
1990; Amendment No. 3 dated June 12, 1991; Amendment No. 4 dated July 31, 1991;
Amendment No. 5 dated December 27, 1994; Amendment No. 6 dated October 5, 1995;
and Amendment 7 dated October 4, 1996.
Item 4. PURPOSE OF THE TRANSACTION
This item is amended to read as follows:
The Schedule 13D as originally filed, and as amended by Amendment No. 1
thru Amendment No. 7 thereto (the "AMENDED SCHEDULE 13D"), stated that the
purpose of the transaction was investment and that the filing person intends to
review on a continuing basis its investment in the securities of the Company
and the Company's business affairs, financial condition and state of the
building supply industry in which the Company participates, as well as
conditions in the securities markets and general economic and industry
conditions. The Amended Schedule 13D also stated that the filing person may in
the future take such action in respect of its investment in the securities of
the Company as it deems appropriate in light of the circumstances existing from
time to time including, without limitation, purchasing additional securities or
disposing of securities now held or hereafter acquired in open market
transactions, privately negotiated transactions or otherwise.
The Amended Schedule 13D is further amended to reflect that as of
November 11, 1996, the Company entered into an Agreement and Plan of Merger
(the "MERGER AGREEMENT") with Hamilton Acquisition LLC (the "PARENT") and
Hamilton NY Acquisition Corp., a wholly-owned subsidiary of the Parent
(the "SUBSIDIARY"), pursuant to which the Subsidiary would be merged with the
Company (the "MERGER"). The merger consideration to be paid to Company
stockholders is $6.00 per share of Company Common Stock, in cash, for an
aggregate fully diluted purchase price of approximately $32 million.
Additionally, as of November 11, 1996, the filing person together with certain
other stockholders of the Company, holding an aggregate of approximately 62% of
the shares of Common Stock of the Company, entered into a Proxy Agreement dated
as of November 11, 1996 with the Parent and the Subsidiary (the "PROXY
AGREEMENT") pursuant to which such stockholders agreed, among other things, to
appoint the Parent as such stockholders' irrevocable proxy to vote such
stockholders' shares of Common Stock in favor of the approval and adoption of
the Merger Agreement and approval of the Merger and the other transactions
contemplated by the Merger Agreement.
Consummation of the Merger Agreement would necessarily result in the
following:
(a) the Parent acquiring all of the then outstanding shares of Company
Common Stock;
(b) an extraordinary corporate transaction involving the Company and its
subsidiaries;
(d) the resignation of the present Board of Directors of the Company and
the addition of Frederick Marinoas Chief Executive officer to Company
management;
(e) a reduction in Company equity capitalization;
(g) a restatement of the Company's charter and by-laws;
(h) the Company being delisted.
6 of 8
<PAGE>
Item 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
This item is supplemented as follows:
As of September 30, 1996, Ms. Strober together with the Company and
certain other individuals amended the Agreement and Plan of Reorganization
(the "AMENDED REORGANIZATION AGREEMENT") to terminate certain parties thereto
who were not stockholders of the Company. The Company, Ms. Strober and the
remaining parties to the Amended Reorganization Agreement (together, the
"NON-TERMINATING PARTIES") also entered into certain waivers of the Amended
Reorganization Agreement to facilitate certain transactions with regard to the
Proxy Agreement.
Additionally, as of November 11, 1996, Ms. Strober together with
certain other stockholders of the Company, holding an aggregate of
approximately 62% of the shares of Common Stock of the Company, entered into the
Proxy Agreement with the Parent and the Subsidiary pursuant to which
Ms. Strober together with seven (7) others agreed, among other things, to
appoint the Parent as such stockholders' irrevocable proxy to vote such
stockholders' shares of Common Stock in favor of the approval and adoption of
the Merger Agreement and approval of the Merger and the other transactions
contemplated by the Merger Agreement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
4. Proxy Agreement dated as of November 11, 1996 by an among the Reporting
Person and other persons [incorporated by reference to Exhibit 2.2 to the
Company's Quarterly Report on Form 10-Q for the three months ended
September 30, 1996.]
5. Second Amendment to Agreement and Plan of Reorganization dated as of
September 30, 1996 by and among the Company and the parties named therein.
6. Form of Waiver Agreement dated as of October 25, 1996 between the Company
and the Non-Terminating Parties.
7 of 8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
SUE STROBER
/S/ DAVID W. BERNSTEIN
----------------------------
David W. Bernstein
Attorney-in-Fact
Dated November 7, 1996
8 of 8
<PAGE>
EXHIBIT 5
Second Amendment to Agreement
and Plan of Reorganization
This Second Amendment dated as of September 30, 1996 (this "AMENDMENT)",
to the Agreement and Plan of Reorganization dated as of October 1, 1986, as
amended as of January 25, 1988 (the "REORGANIZATION AGREEMENT") by and among
the persons set forth as signatories of this Amendment and The Strober
Organization, Inc., a Delaware corporation (the "COMPANY").
WHEREAS, the persons listed on SCHEDULE A hereto are parties to the
Reorganization Agreement but are not currently stockholders of the Company and
desire to terminate their participation as a party to the Reorganization
Agreement (the "TERMINATING PARTIES"); and
WHEREAS, each of the parties hereto has determined that it is in the best
interest of such party that this Second Amendment be entered into;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants of the parties hereto, the parties agree as follows:
1. REPRESENTATION AND WARRANTY. Each of the Terminating Parties
represents and warrants to each other party that as of the date hereof such
Terminating Party does not own any Company Common Stock or have the right to
acquire any Company Common Stock.
2. TERMINATION. Each of the parties hereto agrees that as of the date
hereof, the Terminating Parties shall no longer be deemed to be a party to the
Reorganization Agreement.
3. WAIVER. Each of the Terminating Parties hereby waives any rights
that the Terminating Party has as of the date hereof by reason of the
Reorganization Agreement.
4. SEVERABILITY. Any term or provision of this Second Amendment which
is invalid or unenforceable in any jurisdiction will, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Second Amendment or affecting the validity or enforceability of any of the
terms or provisions hereof in any other jurisdiction.
5. COUNTERPARTS. This Second Amendment may be executed in one or more
counterparts, each of which shall be considered an original and all of which,
when taken together, shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment as of the date first above written.
THE STROBER ORGANIZATION, INC.
By: /s/ Robert J. Gaites /s/ Robert J. Gaites
- ----------------------------------- ---------------------------------------
Robert J. Gaites, President Robert J. Gaites
/s/ Sue Strober /s/ John T. Guerin
- ----------------------------------- ---------------------------------------
Sue Strober John T. Guerin
/s/ Sue Strober /s/ Richard D. King
- ----------------------------------- ---------------------------------------
Sue Strober, as Trustee for Steven Richard D. King
Strober
/s/ Sue Strober /s/ Philip Zieky
- ----------------------------------- ---------------------------------------
Sue Strober, as Trustee for Hilary Philip Zieky
Strober
/s/ Gordon Sandler /s/ Paul Zieky
- ----------------------------------- ---------------------------------------
Gordon Sandler Paul Zieky
/s/ Aaron F. Kulick /s/ Edward Zieky
- ----------------------------------- ---------------------------------------
Aaron F. Kulick, in his capacity as a Edward Zieky
Beneficiary of the Estate of
Gary F. Kulick
/s/ Erik L. Kulick /s/ Eliott Zieky
- ----------------------------------- ---------------------------------------
Erik L. Kulick, in his capacity as a Eliott Zieky
Beneficiary of the Estate of
Gary F. Kulick
/s/ Nathan Schwartzberg /s/ Philip B. Simonds
- ----------------------------------- ---------------------------------------
Nathan Schwartzberg Philip B. Simonds
/s/ Albert C. Brower /s/ John Yanuklis
- ----------------------------------- ---------------------------------------
Albert C. Brower John Yanuklis
/s/ Richard Young /s/ Janet Zieky
- ----------------------------------- ---------------------------------------
Richard Young Janet Zieky
/s/ Gordon Milne /s/ Jon Zieky
- ----------------------------------- ---------------------------------------
Gordon Milne Jon Zieky
/s/ Jeffrey Zieky /s/ Nancy Green
- ----------------------------------- ---------------------------------------
Jeffrey Zieky Nancy Green
/s/ Philip Zieky /s/ Phyllis Rachlin
- ----------------------------------- ---------------------------------------
Philip Zieky, Executor of the` Phyllis Rachlin
Estate of Evelyn Zieky
<PAGE>
Second Amendment to Agreement
and Plan of Reorganization
[SIGNATURE PAGE CONTINUED]
/s/ Abraham Fishberg
- -----------------------------------
Abraham Fishberg, Executor
Estate of Sylvia Fishberg
<PAGE>
SCHEDULE A
to
Second Amendment to Agreement
and Plan of Reorganization
TERMINATING PARTIES
Nancy Green
Janet Zieky
Jeffrey Zieky
Jon Zieky
Paul Zieky
Philip Zieky
Estate of Evelyn Zieky
The following parties are beneficiaries of the Estate of Gary F. Kulick
Aaron F. Kulick
Erik L. Kulick
Estate of Sylvia Fishberg
<PAGE>
EXHIBIT 6
THE STROBER ORGANIZATION, INC.
550 HAMILTON AVENUE
BROOKLYN, NEW YORK 11232
Dated as of October 25, 1996
To the Persons Listed as Signatories
Ladies and Gentlemen:
On February 20, 1996, the Company announced that it had engaged Hill
Thompson Capital Markets, Inc. as the Company's financial advisor to
explore strategic alternatives in order to maximize stockholder value,
including the possible merger or sale of all or part of the Company.
Certain forms of sale of all or part of the Company might involve the
transfer of the common stock of the Company by you and other stockholders
who have certain rights under an Agreement and Plan of Reorganization dated
as of October 1, 1986, by and among the Company and certain stockholders,
as subsequently amended, by and among the Company and certain stockholders
(collectively, the "AGREEMENT"). The Company is sending this letter to
each of the parties of the Agreement but is only binding upon those parties
of the Agreement who execute it and return it to the Company.
This letter will serve as the Company's notice to you that, subject to
the Waiver Conditions (as defined below), pursuant to Section 13(c) of the
Agreement, the Company waives its rights under Sections 5 and 6 of the
Agreement (concerning transfers of Company stock and the right of first
refusal) and consents (i) to the transfer of shares of Strober Stock (as
defined in the Agreement) by you in connection with any future transaction
between the Company and/or its stockholders and a third party (a
"TRANSACTION") and (ii) the grant of the irrevocable proxy by certain of
the Company stockholders pursuant to the Transaction.
The Company hereby requests that, pursuant to applicable provisions of
the Agreement, you waive your rights under this Agreement and consent to
(i) the transfer of shares of Strober Stock (as defined in the Agreement)
by any other party to the Agreement in connection with any Transaction and
(ii) the grant of the irrevocable proxy by certain of the Company
stockholders pursuant to the Transaction. Such waiver and consent shall be
effective only upon the occurrence of the following (the "WAIVER
CONDITIONS"): (i) the Transaction, if any, shall have been consummated no
later than 5:00 p.m., New York time, on January 31, 1997; and (ii) pursuant
to such Transaction, each stockholder party to the Agreement shall receive
the same amount of consideration per share of common stock as any other
holder of common stock of the Company.
By countersigning this letter and returning it to the Company at the
above address, you agree to: (i) waive your rights under the Agreement and
consent to transfers and grant of irrevocable proxies as described in the
immediately preceding paragraph; and (ii) maintain the confidentiality of
the existence of this letter and its contents.
Upon receipt and confirmation of this letter by any of the parties
thereof, the Company will provide you with the signed waiver of each
stockholder party to the Agreement. We appreciate your prompt attention to
this matter as we strive to increase the value of the Company to its
stockholders.
Very truly yours,
/S/ ROBERT J. GAITES
---------------------------------------
President and Chief Executive Officer
AGREED AND ACCEPTED
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