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 27, 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 27, 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] [C]
20 Press Release dated 5
November 27, 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
----------------------------------------------
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
[S] [C] [C]
20 Press Release dated 5
November 27, 1996
<PAGE>
EXHIBIT 20
Press Release dated November 27, 1996
<PAGE>
FOR IMMEDIATE RELEASE
FOR: THE STROBER ORGANIZATION, INC.
From: David Polishook, Chief Financial Officer
Tel: (718) 832-1212
STROBER ANNOUNCES PURPORTED CLASS ACTION COMPLAINT
FILED REGARDING MERGER AGREEMENT
Brooklyn, New York, November 27, 1996 - THE STROBER ORGANIZATION, INC.
(NASDAQ-STRB) reported today the following:
On November 11, 1996, Strober announced entering into a definitive
merger agreement with a third party purchaser 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 a purported stockholder has commenced a
lawsuit against the Company and its directors in New York State court,
seeking certification as a class action, in connection with this announced
merger agreement. This stockholder principally alleges that the directors
failed to properly market the Company.
Strober stated that it believes the complaint is without merit and
that it intends to vigorously defend against this claim. In February 1996,
the Company issued a press release advising the general public that the
Company had retained an investment advisor to explore strategic
alternatives in order to maximize stockholder value, including the possible
merger or sale of the Company. In connection with the merger agreement the
Company will in due course be distributing a proxy statement to each
Company stockholder that describes the Company's search process and the
merger agreement.
Strober is a leading supplier of building materials to professional
contractors from 11 centers in New York, New Jersey, Connecticut and
Pennsylvania.
For more information contact: David J. Polishook
Chief Financial Officer
Tel: (718) 832-1212
Fax: (718) 499-2523
