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): MARCH 26, 1997
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
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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Item 1. Changes in Control of Registrant.
On March 26, 1997, pursuant to an Amended and Restated Agreement and Plan
of Merger, dated as of November 11, 1996, by and among Hamilton Acquisition
LLC, a Delaware limited liability company ("PARENT"), Hamilton NY Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent
("ACQUISITION SUB"), and The Strober Organization, Inc., a Delaware corporation
(the "COMPANY"), Acquisition Sub merged with and into the Company, with the
Company as the surviving corporation and a wholly owned subsidiary of Parent
(the "MERGER").
Upon consummation of the Merger, each outstanding share of Common Stock,
par value $.01 per share, of the Company (the "COMPANY COMMON STOCK") (other
than shares properly dissenting from the Merger) was converted into the right
to receive $6.00 in cash.
The transfer agent for Company Common Stock, American Stock Transfer and
Trust Company, has been instructed by the Company to close the stock transfer
books for Company Common Stock, and the listing of Company Common Stock on the
National Association of Securities Dealers Automated Quotation System is to
cease at the close of business on the date hereof.
The funds required to consummate the Merger are more fully described in
the Proxy Statement on Schedule 14A filed by the Company with the Securities
and Exchange Commission on February 21, 1997.
At the effective time of the Merger, there were 5,244,198 shares of
Company Common Stock outstanding. American Stock Transfer and Trust Company,
with offices at 40 Wall Street, New York, New York 10005, has been retained to
serve as the Paying Agent. Letters of Transmittal, together with instructions
relating thereto, are expected to be provided promptly to Company stockholders
so that such stockholders may receive the Merger Consideration.
A copy of the press release, dated March 26, 1997, issued by the Company
relating to the consummation of the Merger is attached hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
EXHIBIT PAGE WHERE
NUMBER DESCRIPTION LOCATED
20 Press Release dated 6
March 26, 1997
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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
-----------------------------
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 6
March 26, 1997
<PAGE>
EXHIBIT 20
FOR IMMEDIATE RELEASE
Brooklyn, New York, March 26, 1997--THE STROBER ORGANIZATION, INC.
(NASDAQ-STRB) today announced that Strober stockholders had approved the merger
of Hamilton NY Acquisition Corp. with Strober and the Merger was consummated
today. The name of the surviving corporation is The Strober Organization, Inc.
The Strober Organization, Inc. is now a wholly-owned, closely held
subsidiary of Hamilton Acquisition LLC, a Delaware limited liability company.
Each outstanding share of Strober common stock, par value $.01 per share,
was converted in the merger into the right to receive $6.00 in cash. Strober's
common stock is no longer publicly traded.
American Stock Transfer and Trust Company has been retained to serve as
Paying Agent. Letters of Transmittal, together with instructions for their
use, are expected to be provided promptly to Strober stockholders so that they
may receive the merger consideration upon the surrender of their common stock.
The headquarters of The Strober Organization will be maintained in
Brooklyn, New York.
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 Polishook, Secretary
Tel: (718) 875-9700
