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 17, 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.
PIER 3, FURMAN STREET, BROOKLYN, NEW YORK 11201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(718) 875-9700
550 HAMILTON AVENUE, BROOKLYN, NEW YORK, 11232
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS. On December 17, 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
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20 Press Release dated 5
December 17, 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
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FORM 8-K CURRENT REPORT
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20 Press Release dated 5
December 17, 1996
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EXHIBIT 20
Press Release dated December 17, 1996
FOR IMMEDIATE RELEASE
WITHDRAWAL OF UNSOLICITED THIRD PARTY $6.50 PER SHARE PROPOSAL
Brooklyn, New York, December 17, 1996 - THE STROBER ORGANIZATION, INC.
(NASDAQ-STRB) today reported the following:
On November 11, 1996, Strober announced entering into a definitive merger
agreement with a private venture capital 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's
principal stockholders owning approximately 62% of Strober's outstanding common
stock had entered into a proxy agreement agreeing to vote their shares in favor
of the Hamilton merger. However, termination of the Hamilton merger agreement
by the Company would terminate the proxy power set forth in the proxy agreement
in accordance with its terms.
On December 5, 1996, Strober announced that it had received an
unsolicited proposal to acquire the Company for $6.50 per share subject to due
diligence and financing contingencies. Since receipt of the unsolicited
proposal, the Company has provided its customary due diligence materials to the
third party bidder, its outside counsel and its institutional lender.
Today, Strober announced that this undisclosed third party bidder had
advised Strober that the third party bidder did not wish to pursue an
acquisition of Strober.
The original November 11, 1996 merger agreement with the private venture
capital investor group continues in place and the parties now contemplate
completing the transaction in February, 1997.
At the close of trading on Monday, December 16, 1996, Strober's
common stock closed at $5.75 per share.
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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
