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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(D)(1) of the Securities Exchange
Act of 1934
(Amendment No. 1)
SHELTER COMPONENTS CORPORATION
(Name of Subject Company [Issuer])
SCC ACQUISITION CORP.
a wholly owned subsidiary of
KEVCO, INC.
(Bidders)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
822835104
(CUSIP NUMBER OF CLASS OF SECURITIES)
Jerry E. Kimmel
Chairman of the Board,
President and Chief Executive Officer
Kevco, Inc.
University Centre I
1300 S. University Drive, Suite 200
Fort Worth, Texas 76107
(817) 332-2758
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
With a copy to:
Richard Tucker
Jackson Walker L.L.P.
777 Main Street, Suite 1800
Fort Worth, Texas 76102
(817) 334-7200
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This Amendment No. 1 to the Schedule 14D-1 relates to a tender offer by
SCC Acquisition Corp., a Delaware corporation (the "Offeror") and wholly-owned
subsidiary of Kevco, Inc., a Texas corporation (the "Parent"), to purchase all
outstanding shares of common stock, par value $.01 per share, of Shelter
Components Corporation, an Indiana corporation (the "Company"), (the "Shares"),
at a purchase price of $17.50 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 28, 1997 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer"), copies of
which were attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule
14D-1 filed with the Securities and Exchange Commission (the "Commission") on
October 28, 1997. The purpose of this Amendment No. 1 is to amend and supplement
Items 4, 6, 10 and 11 of the Schedule 14D-1 as described below.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Parts (a) and (b) of Item 4 of the Schedule 14D-1 are hereby amended
and supplemented by the addition of the following:
On November 21, 1997, the Company announced the pricing of its
$105,000,000 principal amount 10 3/8% Senior Subordinated Notes due 2007, the
proceeds of which shall be used (with funds to be borrowed under a Senior Credit
Facility for which Parent has previously received a commitment letter from
NationsBank of Texas, N.A.) to consummate the Offer.
ITEM 6. INTEREST IN SECURITIES.
Item 6 is hereby amended and supplemented by the addition of the
following:
Based on information provided by the Depositary, at 5:00 p.m., New York
City time, on November 20, 1997, approximately 2,395,887 Shares were validly
tendered and not withdrawn pursuant to the Offer.
ITEM 10. ADDITIONAL INFORMATION.
Part (c) of Item 10 is hereby amended and supplemented by the addition
of the following:
Early termination of the waiting period required by the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 was granted effective on November 7,
1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the
addition of the following, which is attached hereto as an Exhibit:
(a)(10) Press Release issued by Parent on November 21, 1997.
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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.
Kevco, Inc.
By: /s/ ELLIS L. McKINLEY, JR.
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Ellis L. McKinley, Jr., Vice President
and Chief Financial Officer
SCC Acquisition Corp.
By: /s/ ELLIS L. McKINLEY, JR.
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Ellis L. McKinley, Jr., Vice President
and Treasurer
Dated: November 21, 1997
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FOR IMMEDIATE RELEASE
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Contact: Ellis L. McKinley, Jr.
Chief Financial Officer
(817) 332-2758
KEVCO, INC. PRICES OF PRIVATE PLACEMENT OF
$105 MILLION SENIOR SUBORDINATED NOTES DUE 2007
FORT WORTH, Tx. (Nov. 21, 1997) - Kevco, Inc. (Nasdaq/NM:KVCO) today announced
that it has obtained financing commitments necessary for its acquisition of
Shelter Components Corporation (AMEX:SST) by agreeing to privately place $105
million aggregate principal amount of senior subordinated Notes due December 1,
2007. The Notes have a coupon of 10 3/8% and were priced at par. Subject to
certain exceptions, the Notes are generally not callable until December 1, 2002.
The private placement of the Notes is expected to close December 1, 1997.
Kevco intends to use the net proceeds from the offering to finance a
portion of the consideration involved in the previously announced agreement to
acquire Shelter Components Corporation. Kevco intends to finance the remainder
of the consideration involved in such acquisition through borrowings under a
Senior Credit Facility for which Kevco has previously received a commitment
letter from NationsBank of Texas, N.A.
The Notes were offered within the United States only to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act of 1933)
and outside of the United States to certain persons reliance upon Regulation S
under the Securities Act of 1933.
The Notes have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. The issuance of the
Notes has been structured to allow secondary market trading under Rule 144A of
the Securities Act of 1933. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy the Notes.
Kevco also announced that it received early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to its acquisition of Shelter Components Corporation.
Kevco, headquartered in Fort Worth, Texas, is a leading wholesale
distributor and manufacturer of building products to the manufactured housing
and recreational vehicle industries.
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