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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: OCTOBER 31, 1997
(Date of earliest event reported)
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WHITE CAP INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 0-22989 84-1380403
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) (Identification No.)
3120 AIRWAY AVENUE, P.O. BOX 1770, COSTA MESA, CALIFORNIA 92626
(Address of principal executive offices, zip code)
(714) 850-0900
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 31, 1997, the Registrant completed its acquisition of the
assets of Burke Construction Accessories, L.P. ("BCA") for approximately
$9 million, subject to post-closing adjustment. BCA is a full line
distributor of concrete accessories, construction chemicals and rental
equipment used in poured-in-place, precast and tilt-up concrete
construction, renovation and maintenance. BCA operates nine branch
locations in the Western United States. BCA reported revenue of
approximately $25 million for the fiscal year ended December 31, 1996.
The Registrant funded the acquisition with borrowings under its new
credit agreement with Bank of America National Trust and Savings
Association and the other financial institutions party thereto. The
amount of consideration paid by the Registrant for the acquired business
was determined through arms' length negotiations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the acquired business will be provided
within the next sixty (60) days as an amendment to this filing.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet
and income statement of the Registrant, will be provided
within the next sixty (60) days as an amendment to this
filing.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of September 19,
1997, by and between White Cap Industries, Corp.
(formerly White Cap Industries, Inc.) and Burke
Concrete Accessories, L.P.
10.1 Credit Agreement, dated as of October 29, 1997, among
White Cap Industries, Corp., White Cap Industries, Inc.,
Bank of America National Trust and Savings Association
and the other financial institutions party thereto.
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SIGNATURES
Pursuant to the requirement 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.
WHITE CAP INDUSTRIES, INC.
(Registrant)
Date: November 13, 1997 By: /s/ CHRIS LANE
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Chris Lane
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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2.1 Asset Purchase Agreement, dated as of September 19,
1997, by and between White Cap Industries, Corp.
(formerly White Cap Industries, Inc.) and Burke
Concrete Accessories, L.P.
10.1 Credit Agreement, dated as of October 29, 1997, among
White Cap Industries, Corp., White Cap Industries, Inc.,
Bank of America National Trust and Savings Association
and the other financial institutions party thereto.