TRANSACTION STATEMENT PURSUANT TO SECTION 13(E)
OF THE 1934 ACT AND RULE 13E-3 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities exchange act of 1934)
[Amendment No. 1 - Final Amendment]
THE STROBER ORGANIZATION, INC.
(Name of the Issuer)
THE STROBER ORGANIZATION, INC., HAMILTON ACQUISITION LLC,
HAMILTON NY ACQUISITION CORP., ROBERT J. GAITES AND JOHN YANUKLIS
(Name of Person(s) Filing Statement)
COMMON STOCK $.01 PAR VALUE
(Title of Class of Securities)
863318 10 1
(CUSIP Number of Class of Securities)
STANLEY U. NORTH, III, ESQ.
SILLS CUMMIS ZUCKERMAN RADIN TISCHMAN EPSTEIN & LAURA C. HODGES TAYLOR, P.C.
GROSS, P.A. GOODWIN, PROCTER & HOAR LLP
ONE RIVERFRONT PLAZA EXCHANGE PLACE
NEWARK, NEW JERSEY 07102-5400 BOSTON, MASSACHUSETTS 02109-2881
(201) 643-7000 (617) 570-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. <square>The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities exchange Act of 1934.
b. <square>The filing of a registration statement under the Securities act
of 1933.
c. <square>A tender offer.
d. <checkbox>None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: <square>
CALCULATION OF FILING FEE
Transaction Amount of filing fee (2)
Valuation (1)
$ 0 $ 0
(1)The transaction for which the Schedule 13E-3 to which this filing is an
amendment no longer requires the filing of a Schedule 13E-3. Accordingly,
there is no transaction valuation or filing fee in connection therewith.
(2)The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50th of one percent
of the transaction value.
<square>Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date File: N/A
<PAGE>
This Amendment No. 1 (the "Amendment") amends and supersedes the Rule 13e-3
Transaction Statement filed on Schedule 13E-3 (the "Transaction Statement") by
The Strober Organization, Inc., a Delaware corporation (the "Company"),
Hamilton Acquisition LLC, a Delaware limited liability company (the
"Purchaser"), Hamilton NY Acquisition Corp., a Delaware corporation
("Acquisition Sub"), Robert J. Gaites, an individual, and John Yanuklis, an
individual, in connection with the transaction (the "Transaction") contemplated
by the Amended and Restated Agreement and Plan of Merger dated as of November
11, 1996 by and among the Purchaser, Acquisition Sub and the Company.
This Amendment is being filed to withdraw the Transaction Statement as a
filing on Schedule 13E-3 with respect to the Transaction is no longer required.
<PAGE>
SIGNATURE
After due 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.
THE STROBER ORGANIZATION, INC.
By:/s/ DAVID J. POLISHOOK
--------------------------------
Name: David J. Polishook
Title: Chief Financial Officer
DATED: March 26, 1997
<PAGE>
SIGNATURE
After due 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.
HAMILTON ACQUISITION LLC
By:/s/ WARREN T. MORRISON
------------------------------
Name: Warren T. Morrison
DATED: March 26, 1997
<PAGE>
SIGNATURE
After due 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.
HAMILTON NY ACQUISITION CORP.
By:/s/ WARREN T. MORRISON
------------------------------
Name: Warren T. Morrison
DATED: March 26, 1997
<PAGE>
SIGNATURE
After due 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.
By:/s/ ROBERT J. GAITES
-------------------------------
Robert J. Gaites
DATED: March 26, 1997
<PAGE>
SIGNATURE
After due 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.
By:/s/ JOHN YANUKLIS
--------------------------------
John Yanuklis
DATED: March 26, 1997
