BARNETT INC
8-K, 1997-07-10
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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): June 25, 1997

                                  BARNETT INC.
                                  ------------
             (Exact name of registrant as specified in its charter)

         Delaware                       0-21728                 59-1380437
- ----------------------------     ------------------------   -------------------
(State or other jurisdiction     (Commission File Number)        (IRS Employer
     of incorporation)                                      Identification No.)


                  3333 Lenox Ave., Jacksonville, Florida 32254
                  --------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (904) 384-6530
       ------------------------------------------------------------------

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



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ITEM 5.           OTHER EVENTS.
                  -------------

                  On June 25, 1997, Barnett Inc. issued the press release (the
"Press Release") annexed as an exhibit hereto. The Press Release is incorporated
herein by reference.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.
                  ----------------------------------

                  (c)      Exhibits.
                           --------

                           99.1     Press Release of Barnett Inc. dated 
                                    June 25, 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.

                                BARNETT INC.

                                (Registrant)

Dated:  July 8, 1997            By:    /s/ Andrea M. Luiga
                                   -------------------------------------------
                                             Andrea M. Luiga
                                             Vice President- Finance and Chief
                                             Financial Officer

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                                INDEX TO EXHIBITS

Exhibit No.                                                        Page No.
- -----------                                                        --------

99.1     Press Release of Barnett Inc. dated June 25, 1997







                                       -4-



<PAGE>   1

                                                                    Exhibit 99.1

                                                                     NASDAQ:BNTT

                                  BARNETT INC.
                                  NEWS RELEASE
<TABLE>
<S>                   <C>                                        <C>
FOR ADDITIONAL
INFORMATION, CONTACT:  AT THE COMPANY:                             AT THE FINANCIAL RELATIONS BOARD, INC.:
                       WILLIAM PRAY, CHIEF EXECUTIVE OFFICER       KATHLEEN M. BRUNSON
                       (904) 384-6530                              (312) 266-7800 (CHICAGO)
                       ANDREA LUIGA, CHIEF FINANCIAL OFFICER       PAULA SCHWARTZ
                       (904) 384-6530                              (212) 661-8030 (NEW YORK)
</TABLE>

FOR IMMEDIATE RELEASE

                  BARNETT INC. ANNOUNCES STRATEGIC ACQUISITION

JACKSONVILLE, FLORIDA - June 25, 1997--Barnett Inc. (Nasdaq:BNTT) a leading
direct marketer and distributor of an extensive line of plumbing, electrical and
hardware products, announced today that it has entered into an agreement in
principle to purchase, for $4.0 million, subject to certain post closing
adjustments, all of the assets of LeRan Gas Products, an operating unit of
Waxman Industries, Inc., the Company's former parent company.

LeRan is a leading business-to-business direct marketer of approximately 3,400
products to the liquid propane gas industry, with estimate revenues this fiscal
year of $8.0 million. Similar to Barnett, LeRan distributes its products through
a dedicated telesales force, supported by a promotional flyer campaign.
Commenting on the expected acquisition, William R. Pray, President and Chief
Executive Officer stated: "LeRan Gas Products and Barnett present a good
business fit from the standpoint of direct marketing, telesales and product
lines. Because the sales, service, general and administrative functions of LeRan
Gas Products are currently located in our Jacksonville headquarters, we expect
that costs associated with combining the businesses will be immaterial. LeRan's
business is a natural extension of our current operations and product

                                       -5-


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mix, and as a result, we believe there is significant opportunity for revenue
growth as we combine our operations."

Headquartered in Jacksonville, Florida, Barnett Inc. is a leading
direct marketer and distributor of an extensive line of plumbing, electrical
and hardware products to approximately 49,000 active customers throughout the
United States. The Company markets its products through three distinct
comprehensive catalogs supported by a nationwide network of distribution
centers and a sophisticated telesales operation.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Statements on this Press Release may constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including any
statements contained herein which are not historical facts or which contain the
word expect, believe or anticipate which shall be deemed to be forward-looking
statements.


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