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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 1, 1998
SCP POOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26640 36-3943363
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
109 Northpark Boulevard, Covington, Louisiana 70433-5070
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 892-5521
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This Instrument contains 2 pages.
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Item 5. Other Events
On January 1, 1998, South Central Pool Supply, Inc. ("SCP"), a
Delaware corporation and the wholly owned subsidiary of SCP Pool Corporation
("SCP Pool"), completed its acquisition (the "Acquisition") of the business of
Bicknell Huston Distributors, Inc. ("BHD"), a Massachusetts corporation,
pursuant to the terms of the Asset Purchase Agreement, dated as of November 13,
1997 among SCP, SCP Pool, BHD, Pacific Industries, Inc. ("Pacific") and Cookson
America, Inc. (the "Purchase Agreement"). The Acquisition did not involve a
"significant amount of assets" as defined in Instruction 4 to Item 2 to Form 8-
K, and therefore, neither financial statements of the business acquired nor pro
forma financial information are required to be filed.
The Purchase Agreement was filed as an exhibit to SCP Pool's
registration statement on Form S-1 (File No. 333-40245), and the following
discussion is qualified in its entirety by reference to the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, SCP acquired substantially all
of the assets, and assumed certain of the liabilities, of BHD for a purchase
price of approximately $21.0 million, subject to adjustment. The purchase price
was financed with a portion of the net proceeds to the Company from the offering
of shares of the Company's Common Stock by the Company and certain of its
stockholders which was consummated on December 17, 1997. Dominick DeMichele, a
director of the Company, is the Chief Executive Officer of the Molding Sector, a
division of Cookson Group plc. Mr. DeMichele is also a director of Pacific,
which is the sole stockholder of Bicknell. The assets acquired from BHD include
swimming pool supplies inventory and fixed assets used in the distribution of
swimming pool supplies. SCP intends to sell such inventory in the ordinary
course of business and to continue to use such fixed assets in the distribution
of swimming pool supplies.
In connection with the Acquisition, SCP entered into a supply
agreement with Pacific, the sole stockholder of BHD, pursuant to which Pacific
will supply SCP with polymer panels, braces, steps, liners and other products
used in the construction of swimming pools.
SIGNATURE
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.
SCP POOL CORPORATION
Dated: January 8, 1998 By: /s/ Craig K. Hubbard
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Craig K. Hubbard
Chief Financial Officer, Treasurer
and Secretary
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