SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER 5, 1996
THE STROBER ORGANIZATION, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE 0-15339 11-2822910
(State or other jurisdiction Commission IRS Employer
of incorporation) File Number Identification No.
550 HAMILTON AVENUE, BROOKLYN, NEW YORK 11232
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 832-1212
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS. On December 5, 1996, the Registrant issued a Press
Release, the text of which is attached hereto as Exhibit 20.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
EXHIBIT PAGE WHERE
NUMBER DESCRIPTION LOCATED
[S] [C] [C]
20 Press Release dated 5
December 5, 1996
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SIGNATURES
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 hereunto duly authorized.
THE STROBER ORGANIZATION, INC.
By:/S/ DAVID J. POLISHOOK
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DAVID J. POLISHOOK, Chief Financial Officer
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THE STROBER ORGANIZATION, INC.
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
EXHIBIT PAGE WHERE
NUMBER DESCRIPTION LOCATED
[S] [C] [C]
20 Press Release dated 5
December 5, 1996
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EXHIBIT 20
Press Release dated December 5, 1996
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FOR IMMEDIATE RELEASE
THE STROBER ORGANIZATION, INC. RECEIVES AN UNSOLICITED PROPOSAL TO BE ACQUIRED
AT $6.50 PER SHARE IN CASH
Brooklyn, New York, December 5, 1996 - THE STROBER ORGANIZATION, INC.
(NASDAQ-STRB) reported the following:
On November 11, 1996, Strober announced entering into a definitive merger
agreement with a private investor group which provided for all of Strober's
common stock to be acquired for $6.00 per share, in cash, for an aggregate
fully diluted purchase price of approximately $32 million.
Strober announced today that it had received an unsolicited proposal to
acquire the Company for $6.50 per share, from a third party the Company did not
identify. This third party proposal is subject to satisfactory completion of
due diligence, financing, execution of a definitive agreement and approval of
the Board of Directors of the Company. The unsolicited proposal contemplates
completing the transaction in February, 1997. Although the Strober Board of
Directors has made the determination provided for under its existing merger
agreement to permit the Company to enter into discussions with, provide
information to and negotiate with this third party, there can be no assurance
that this unsolicited proposal will lead to the execution of definitive
agreements.
At the close of trading on Wednesday, December 4, 1996, Strober's common
stock closed at $5.75 per share.
Hill Thompson Capital Markets, Inc., the Company's financial advisor,
continues to advise Strober in evaluating this new unsolicited proposal.
Strober is a leading supplier of building materials to professional
contractors from 11 centers
in New York, New Jersey, Connecticut and Pennsylvania with 1995 revenues of
$125,813,000.
For more information contact:
David J. Polishook, Chief Financial Officer
Tel: (718) 832-1212
Fax: (718) 499-2523
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