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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) December 1, 1997
SHELTER COMPONENTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 1-9844 22-2825183
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
2831 DEXTER DRIVE, P.O. BOX 4026, 46514
ELKHART, INDIANA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code (219) 262-1514
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Reference is made to the disclosure contained in Item 2, below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Shelter Acquisition
On December 1, 1997, Kevco, Inc., a Texas corporation (the "Company" or
"Kevco"), through a wholly-owned subsidiary, acquired (the "Shelter Stock
Acquisition") approximately 95.5% of the common stock (the "Shelter Common
Stock") of Shelter Components Corporation, an Indiana corporation ("Shelter")
through the consummation of a cash tender offer (the "Tender Offer") for the
Shelter Common Stock, which tender offer was commenced pursuant to the terms
of an Agreement and Plan of Merger (the "Merger Agreement") entered into on
October 21, 1997 by Kevco, a wholly-owned subsidiary of Kevco and Shelter.
The Company intends to acquire the remaining outstanding shares of Shelter
Common Stock pursuant to the "short form" merger (the "Merger"; the
acquisition of Shelter through the Shelter Stock Acquisition and after giving
effect to the Merger is herein referred to as the "Shelter Acquisition")
provision of Section 23-1-40-4 of the Business Corporation Law of the State of
Indiana, as amended (the "IBCL"), without the need for any action by any other
shareholder of Shelter Common Stock following any waiting period required by
the IBCL.
As a result of the Shelter Stock Acquisition, the Company became the
indirect holder (through its indirect ownership of Shelter Common Stock) of a
proportionate interest of, and upon consummation of the Merger all, of the
assets and properties, real and personal, tangible and intangible, and
liabilities of Shelter. Shelter is a wholesale distributor of building
products to the United States manufactured housing industry and the Company's
subsidiary intends to continue the use of the assets it acquired substantially
in accordance with their prior use.
Pursuant to the terms of the Merger Agreement, on December 4, 1997, each of
the then directors of Shelter, other than Larry D. Renbarger, resigned and
vacancies were filled by the following officers of Kevco, Jerry E. Kimmel,
Clyde A. Reed, Jr., Ellis L. McKinley, Jr., and Richard S. Tucker. In addition
on December 4, 1997, the following individuals assumed the following positions
with Shelter, Jerry E. Kimmel -- Chairman of the Board; Ellis L. McKinley, Jr.
- -- Vice President and Treasurer; and Richard S. Tucker -- Secretary.
To the best knowledge of the Company, at the time of the Shelter Stock
Acquisition there was no material relationship between (i) Shelter on the one
hand and (ii) the Company, or any of its affiliates, its shareholders, any
director or officer of the Company, or any associate of such director or
officer on the other; except, that as required by the Merger Agreement,
certain officers and directors of Shelter agreed to tender their shares of
Shelter Common Stock pursuant to the Tender Offer.
The aggregate consideration paid by the Company as a result of the Shelter
Stock Acquisition was approximately $129.9 million in cash and after giving
effect to the Merger and the retirement of options of Shelter the Company will
have paid in the aggregate approximately $138.8 million in cash. The
acquisition consideration for the Shelter Acquisition was determined by arms-
length negotiations between the parties to the Merger Agreement. The primary
source of funds that will be used for the Merger is anticipated to be
additional borrowings under the Senior Credit Facility.
The primary source of funds used in the Shelter Stock Acquisition was (i)
$101.9 million in proceeds from the private placement by the Company of $105
million of 10 3/8% Senior Subordinated Notes due 2007 consummated December 1,
1997 (the "Offering") and (ii) $28.0 million in borrowings under its Second
Amended and Restated Credit Agreement with NationsBank of Texas, N.A. as a
lender and administrative agent and Guaranty Federal Bank, F.S.B., The
Sumitano Bank, Limited, and National City Bank Kentucky (the "Senior Credit
Facility").
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ITEM 7. EXHIBITS.
Exhibits.
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2.1 Agreement and Plan of Merger, dated as of October 21, 1997, between Kevco,
Inc., SCC Acquisition Corp. and Shelter Components Corporation.(1)
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(1) Previously filed as an exhibit to the Kevco Tender Offer Statement or
Schedule 14D-1, filed October 28, 1997, and incorporated herein by
reference.
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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.
Shelter Components Corporation
/s/ Ellis L. McKinley, Jr.
By:__________________________________
Ellis L. McKinley, Jr.
Vice President and Treasurer
Date: December 16, 1997
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