UNITED STATES 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 26, 1998 PAMECO CORPORATION (Exact name of registrant as specified in its charter) GEORGIA 51-0287654 --------------------------------------------------- (State or other jurisdiction (I.R.S. employer of incorporation or identification organization) number) 1000 CENTER PLACE NORCROSS, GA 30093 ---------------------------------------- (Address of principal executive offices) (770)-798-0700 ---------------------------------------------------- (Registrant's telephone number, including area code) Not applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 26, 1998, Pameco Corporation (the "Company") purchased the heating, ventilation, and air conditioning ("HVAC") and refrigeration operations and substantially all the related assets of Park Heating and Air Conditioning Supply Co., Inc. ("Park"), an Illinois corporation. Park operates seven business locations and a distribution center in the greater Chicago area. The preliminary purchase price was approximately $22.5 million but may be adjusted within 60 days of the closing date based upon a review of the book value of the acquired assets and assumed liabilities as of the closing date. In addition, Pameco has agreed to pay Park additional consideration at the end of each of the first two years following the closing if the operating income of the branches exceeds $3.6 million. This summary is qualified in its entirety by reference to the Asset Purchase Agreement, which has been filed as an exhibit to this report on Form 8-K. The transaction was funded under the Company's revolving line of credit with General Electric Capital Corporation. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired It is impractical to provide the required financial information at the time of the filing of this report. The required financial information will be filed by amendment to this Form 8-K not later than September 8, 1998. (b) Pro Forma Financial Information It is impractical to provide the required financial information at the time of the filing of this report. The required financial information will be filed by amendment to this Form 8-K not later than September 8, 1998. (c) Exhibits 10.26 Agreement for Purchase and Sale of Assets of Park Heating and Air Conditioning Supply, Co., Inc., dated June 26, 1998, among Pameco Corporation, Park Heating and Air Conditioning Supply Co., Inc., and GB Holdings, Inc. 2 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 thereunto duly authorized. PAMECO CORPORATION ----------------------------------- (Registrant) By: /s/ THEODORE R. KALLGREN --------------------------------------- Theodore R. Kallgren Chief Financial Officer July 10, 1998 (Mr. Kallgren has been duly authorized to sign on behalf of the registrant)