UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
PAMECO CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
697934107
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(CUSIP Number)
J. William Uhrig
Three Cities Research, Inc.
650 Madison Avenue
New York, New York 10022
(212) 605-3206
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 1, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box. / /
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the notes).
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SCHEDULE 13D
CUSIP NO. 697934107
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1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Quilvest American Equity Ltd.
______________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
______________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________
4. SOURCE OF FUNDS
WC
______________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
______________________________________________________________________ / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_____________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 1,850,000
OWNED BY
EACH ________________________________________
REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
________________________________________
9. SOLE DISPOSITIVE POWER
1,850,000
_________________________________________
10. SHARED DISPOSITIVE POWER
-0-
__________________________________________
_______________________________________________________________<PAGE>
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
_________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
_________________________________________________________________ / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%
_________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
_________________________________________________________________
* Percentage based on 4,902,253 shares of Class A Common Stock shown
as outstanding at January 8, 1999, on the Issuer's Report on Form 10-Q
for its fiscal quarter ended November 30, 1998.
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Amendment No. 2 to Schedule 13D
- -------------------------------
This Amendment No. 2 amends the statement on Schedule 13D relating
to the beneficial ownership by Quilvest American Equity Ltd.,
a British Virgin Islands international business company ("Quilvest")
of shares of Class A Common Stock, par value $.01 per share, of
Pameco Corporation, a Georgia corporation (the "Company"). Capitalized
terms used herein which are not defined herein have the meanings given
to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 is hereby amended and restated in its entirety to read as
follows:
On October 27, 1997, Quilvest purchased 50,000 shares of
Class A Common Stock of the Company, at a price of $17.00 per
share, which brought its total holdings to 195,000 shares of Class
A Common Stock and 62,500 shares of Class B Common Stock, which
is convertible at any time at the option of the holder into
shares of Class A Common Stock. Since that date, Quilvest has
made the following additional purchases of Class A Common
Stock of the Company on the dates, in the amounts, and for the
consideration set forth below:
Date Shares Acquired Price Per Share
---- --------------- ---------------
10/28/97 12,200 $17.00
10/29/97 37,800 17.00
11/04/97 36,500 16.75
11/05/97 1,100 16.75
11/13/97 12,400 16.75
11/17/97 20,000 16.50
11/25/97 20,000 16.00
11/26/97 22,500 15.75
12/04/97 30,000 15.50
10/07/98 30,000 14.00
10/28/98 20,000 14.00
12/04/98 20,000 13.50
12/08/98 100,000 10.584
12/09/98 100,000 9.00
12/15/98 100,000 8.75
01/29/99 46,283 8.61
02/05/99 50,000 8.10
03/16/99 50,000 5.75
03/17/99 50,000 5.50
04/01/99 50,000 5.50
In addition, Quilvest acquired 783,717 additional shares of Class B
Common Stock of the Company, in the first week of September 1998,
when one entity in which it had an ownership interest distributed
such shares to Quilvest and its other investors. Until the
distribution, Quilvest had no right to vote or dispose of such
shares of Class B Common Stock.
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Quilvest obtained the funds for all purchases from its own
resources.
As of May 10, 1999, Quilvest beneficially owns 1,850,000 shares
of the Company's Class A Common Stock, consisting of 1,003,783 shares
of Class A Common Stock and 846,217 shares of Class B Common Stock.
Item 4. Purpose of the Transaction.
---------------------------
Item 4 is hereby amended and restated in its entirety to read as
follows:
Quilvest acquired beneficial ownership of all such shares of Class A
and Class B Common Stock for investment and for possible resale from
time to time in open market transactions or otherwise as market
conditions warrant.
Except as described above, Quilvest has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
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(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended and restated in its entirety to read as
follows:
(a) After giving effect to the transactions described in Item 3,
as of May 10, 1999, Quilvest owned 1,003,783 shares of Class A
Common Stock and 846,217 shares of Class B Common Stock, which is
convertible into Class A Common Stock at any time at the option of
Quilvest. These shares represent 32.2% of the outstanding shares of
Class A Common Stock of the Company.
(b) Quilvest has sole power to vote, direct the vote of, dispose
of or direct the disposition of any and all shares of the Class A
and B Common Stock held by Quilvest.
(c) Except as described in Item 3, to the best knowledge of
Quilvest, none of the persons, other than Quilvest, listed in Item
2(a) has effected any transaction in the Class A Common Stock of the
Company within the past 60 days. In the last 60 days, Quilvest
purchased or otherwise acquired shares of the Class A and B Common
Stock on the dates, in the amounts and at the prices set forth in
Item 3. Except where noted, all of such purchases were made on the
open market.
(d) Except as set forth in this Item 5, to the best knowledge of
Quilvest, none of the persons named in Item 2(a) beneficially owns
any shares of Common Stock of the Company. On the basis of its
control, through an intermediate holding company, of Quilvest, the
board of directors of QV may be deemed to have the ultimate power to
direct the voting or disposition, as well as the application of
dividends from, or the proceeds of the sale of, the shares of Class
A and B Common Stock owned by Quilvest.
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Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1: Power of Attorney
SIGNATURE
After reasonable 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.
Date: May 10, 1999
--------------------------------
/s/ J. William Uhrig
Name: J. William Uhrig
Title: Attorney-in-Fact
