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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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
-----------------------------------------------
(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)
October 27, 1997
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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
00/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 1,700,000
OWNED BY
EACH ________________________________________
REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
________________________________________
9. SOLE DISPOSITIVE POWER
1,700,000
_________________________________________
10. SHARED DISPOSITIVE POWER
-0-
__________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000
_________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
_________________________________________________________________ / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
_________________________________________________________________
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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Item 1. Security and Issuer.
--------------------
This statement on Schedule 13D relates to the Class A Common
Stock, par value $0.01 per share, of Pameco Corporation, a
Georgia corporation (the "Company"), whose principal executive
office is located at 1000 Center Place, Norcross, Georgia
30093.
Item 2. Identify and Background.
------------------------
(a) This statement is filed by Quilvest America Equity
Ltd., a British Virgin Islands international business company
("Quilvest"). The principal business of Quilvest is the
investment and reinvestment of its resources, directly or
through affiliates, in the securities of enterprises in
various parts of the world, including the United States.
Quilvest is a wholly owned subsidiary of Quilvest Overseas
Ltd., a British Virgin Islands international business company
("QOL"). The principal business of QOL is the investment of
its resources in marketable securities and commodities and,
through affiliates such as Quilvest, in securities of other
enterprises in various parts of the world.
QOL is a subsidiary of Quilvest S.A. ("QV"), a Luxembourg
holding company whose shares, which are issued in bearer form,
are listed and traded on the Paris and Luxembourg Stock
Exchanges. QV's principal business is serving as an investment
holding company.
The names of the directors and executive officers of Quilvest,
QOL and QV are set forth on Schedules 1, 2 and 3 hereto,
respectively, which are incorporated herein by reference. No
person controls or shares in the control of QV who is not a
member of its board of directors.
(b) The address of the principal office of Quilvest and QOL
is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,
British Virgin Islands. The principal business address of QV
is 84, Grand-Rue, L-1660 Luxembourg. The business address of
each of the other persons named in Item 2(a) is set forth on
Schedules 1, 2 and 3 hereto, which are incorporated herein by
reference.
(c) The present principal occupation of each individual set
forth in Item 2(a) is set forth on Schedules 1, 2 and 3
hereto, which are incorporated herein by reference.
(d) Neither Quilvest nor, to the best of its knowledge,
QOL, QV or any of the directors or executive officers of
Quilvest, QOL or QV has been convicted during the last five
years in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e) Neither Quilvest nor, to the best of its knowledge,
QOL, QV or any of the directors or executive officers of
Quilvest, QOL or QV has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as
a result of which such individual was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) The citizenship of each individual set forth in Item
2(a) is set forth on Schedules 1, 2 and 3 hereto.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
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
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 February 28, 1999, Quilvest beneficially owns 1,700,000 shares
of the Company's Class A Common Stock, consisting of 853,783 shares
of Class A Common Stock and 846,217 shares of Class B Common Stock.
Item 4. Purpose of the Transaction.
---------------------------
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.
-------------------------------------
(a) After giving effect to the transactions described in Item 3,
as of February 28, 1999, Quilvest owned 853,783 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 29.6% 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
To the knowledge of Quilvest, except as set forth in Items 3 and 5,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
response to Item 2 and between such persons and any other person
with respect to any securities of the Company.
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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: March 1, 1999
--------------------------------
/s/ J. William Uhrig
Name: J. William Uhrig
Title: Attorney-in-Fact
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SCHEDULE 1
QUILVEST AMERICAN EQUITY LTD.
Principal Occupation or Employment and the
Name, Principal Business and Address of
Residence or Organization in which such Employment is
Name Business Address Conducted (if any) Citizenship
---- ---------------- ------------------------------------------- -----------
<S> <C> <S> <S>
Christian Baillet 243, Blvd. St. Germain Company Director French
Director; President F-75007 Paris, France
Walter Knecht Regensdorferstrasse 144 Company Director Swiss
Director; Secretary CH-8049, Zurich
Switzerland
Kurt Sonderegger Birkenstrasse 18 Company Director Swiss
Director CH-8302, Kloten
Switzerland
</TABLE>
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SCHEDULE 2
QUILVEST OVERSEAS LTD.
Principal Occupation or Employment and
the Name, Principal Business and Address
Residence or of Organization in which such Employment
Name Business Address is Conducted (if any) Citizenship
---- ---------------- ----------------------------------------- -----------
<S> <C> <S> <S>
Christian Baillet 243, Blvd. St. Germain Company Director French
Director; Treasurer F-75007 Paris, France
Walter Knecht Regensdorferstrasse 144 Company Director Swiss
Director CH-8049, Zurich
Switzerland
Kurt Sonderegger Birkenstrasse 18 Company Director Swiss
Authorized signatory CH-8302, Kloten
Switzerland
Carlo Hoffmann 84, Grand-Rue Company Director Luxembourg
Secretary General L-1660 Luxembourg
</TABLE>
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SCHEDULE 3
QUILVEST S.A.
Principal Occupation or Employment
and the Name, Principal Business and
Residence or Address of Organization in which such
Name Business Address Employment is Conducted (if any) Citizenship
---- ---------------- ---------------------------------- -----------
<S> <C> <S> <S>
Christian Baillet 243, Blvd. St. Germain Company Director French
Director, CEO F-75007 Paris, France
Peter Bemberg Les Arcades du Lac, Company Director French
Director Chemin de la Falaise, 29
1196 Gland, Switzerland
Charles de Montalembert 82 Blvd. Arago Company Director French
Director F-75013 Paris, France
Alvaro Sainz de Vicuna Calle Dr Fleming 3 Company Director Spanish
Director 8th Floor
Madrid 98036, Spain
Andre Elvinger 2, Place Winston Churchill Attorney-at-Law Luxembourg
Director L-1340 Luxembourg Luxembourg
Paul de Ganay 57, Rue St. Dominique Company Director French
Director F-75007 Paris, France
Hans Jorg Furrer Bleicherweg 33 Company Director Swiss
Director CH-8002, Zurich
Switzerland
Louis James de Viel Castel 25 bis rue de Constantine Chairman (President) French
Director F-75007 Paris, France
International Advisory Craigmuir Chambers Company Director British Virgin
Services (IAS) Road Town, Tortola Islands
British Virgin Islands
Carlo Hoffman 84, Grand-Rue Company Director Luxembourg
Secretary General L-1660 Luxembourg
</TABLE>
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EXHIBIT 1
POWER OF ATTORNEY
Know all men by these presents, that QUILVEST AMERICAN EQUITY LTD., a
British Virgin Islands international business company, does hereby
constitute and appoint J. William Uhrig of Three Cities Research, Inc. at
650 Madison Avenue, New York, New York 10022, and Carlo Hoffman of Quilvest,
84 Grand-Rue, L-1660 Luxembourg, its Attorneys-In-Fact, with full power,
discretion and authority to take on behalf of QUILVEST AMERICAN EQUITY LTD.
all actions which said Attorneys-In-Fact shall in their sole discretion
determine to be appropriate in connection with its investment in Pameco
Corporation, including without limitation (i) the execution of all
agreements, instruments, certificates or other documents required and all
changes necessary relating to Pameco Corporation. In addition, QUILVEST
AMERICAN EQUITY LTD. hereby gives and grants unto said Attorneys-In-Fact
full power, discretion and authority to execute all documents, instruments
and certificates upon such terms which said Attorneys-In-Fact may determine
to be appropriate, and to take all actions which said Attorneys-In-Fact
shall determine to be appropriate, and to take all actions which said
Attorneys-In-Fact shall determine to be desirable in connection with the
foregoing to the same extent as QUILVEST AMERICAN EQUITY LTD. might do or
could do by its duly authorized officers if personally present, and QUILVEST
AMERICAN EQUITY LTD. does hereby confirm, approve and ratify all that said
Attorneys-In-Fact or their delegates shall lawfully do or cause to be done
by virtue hereof. This Power of Attorney will expire December 31, 1998.
This instrument may not be changed orally and shall be governed by and
construed in accordance with the laws of the State of New York, the United
States of America.
Dated: December 1, 1998
QUILVEST AMERICAN EQUITY LTD.
By:/s/ Kurt Sonderegger
Kurt Sonderegger
By:/s/ Walter Knecht
Walter Knecht
