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): NOVEMBER 20, 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.)
<PAGE>
ITEM 5. OTHER EVENTS. On November 20, 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
20 Press Release dated 5
November 20, 1996
<PAGE>
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
<PAGE>
THE STROBER ORGANIZATION, INC.
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
EXHIBIT PAGE WHERE
NUMBER DESCRIPTION LOCATED
20 Press Release dated 5
November 20, 1996
<PAGE>
EXHIBIT 20
Press Release dated November 20, 1996
FOR IMMEDIATE RELEASE
THE STROBER ORGANIZATION, INC. RECEIVES UNSOLICITED PROPOSAL TO BE
ACQUIRED AT $6.50 PER SHARE IN CASH
Brooklyn, New York, November 20, 1996 - THE STROBER ORGANIZATION, INC.
(NASDAQ-STRB) today announced that it had received an unsolicited proposal to
be acquired for $6.50 per share, in cash, for an aggregate fully diluted
purchase price of approximately $35 million from a third party the Company did
not identify. This third party proposal is subject to a financing contingency,
receipt of certain governmental approvals and other customary conditions. The
third party is also prepared to assume the termination fee and related costs
and expenses arising from Strober's definitive merger agreement with Hamilton
Acquisition LLC. The unsolicited proposal contemplates completing the
transaction in the January 1997 time frame. Although the Strober Board of
Directors has made the determination provided for under its existing merger
agreement with Hamilton Acquisition LLC 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.
As previously announced on Monday, November 11, 1996, Strober had entered
into a definitive merger agreement with Hamilton Acquisition LLC which provides
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. The
Hamilton merger agreement also contemplates completing the transaction in
January 1997. 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.
At the close of trading on Tuesday, November 19, 1996, Strober's
common stock closed at $5.9375 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:
Strober Representative: David J. Polishook
Chief Financial Officer
Tel: (718) 832-1212
Fax: (718) 499-2523
