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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
AMENDMENT NO. 5
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WHITE CAP INDUSTRIES, INC.
(Name of Issuer)
WHITE CAP INDUSTRIES, INC.
GREG GROSCH
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
963505 10 2
(CUSIP Number of Class of Securities)
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(with copies to)
Chris Lane Steven A. Cohen, Esq.
White Cap Industries, Inc. Whitney Holmes, Esq.
3120 Airway Avenue Hogan & Hartson L.L.P.
Costa Mesa, California 92626 1200 Seventeenth Street, Suite 1500
(714) 850-0900 Denver, Colorado 80202
(303) 899-7300
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13E-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. / /
Calculation of Filing Fee
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Transaction Valuation (1) Amount of Filing Fee (1)
$169,629,675.40 $33,925.94
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(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act of
1934. The fee was computed on the basis of the purchase of 9,754,345 shares
of Common Stock, $.01 par value, of the Issuer at $16.50 cash per share and
the purchase of 719,982 options to purchase Common Stock, $.01 par value,
of the Issuer at a price per option equal to the difference between $16.50
and the $4.44 weighted average exercise price of the options.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of Filing.
Amount Previously Paid: $33,925.94
Form or Registration No.: Schedule 14A
Filing Party: White Cap Industries, Inc.
Date Filed: August 18, 1999
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CROSS REFERENCE SHEET
The following cross reference sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location in the
Schedule 14A filed by White Cap Industries, Inc. with the Securities and
Exchange Commission on December 13, 1999 (the "Proxy"), or the Notice of
Postponed Special Meeting filed by White Cap Industries, Inc. with the
Securities and Exchange Commission on January 19, 2000 (the "Notice of
Postponed Special Meeting"), of the information required to be included in
response to the items of this statement. The information in the Schedule 14A,
which was filed with Amendment No. 3 to this Schedule 13e-3 as Exhibit
(d)(4),and the information in the Notice of Postponed Special Meeting, which
is attached hereto as Exhibit (d)(5) is hereby expressly incorporated herein
by reference and the responses to each item are qualified in their entirety
by the provisions of the Schedule 14A and the Notice of Postponed Special
Meeting.
ITEM IN WHERE LOCATED IN SCHEDULE 14A (OR
SCHEDULE 13E-3 THE NOTICE OF POSTPONED SPECIAL MEETING)
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Items 1(c)-(d)...................... "SUMMARY--Market Prices for Common Stock and Dividends" and "MARKET
PRICES FOR COMMON STOCK AND DIVIDENDS"
Item 3(b)........................... "SUMMARY--Background Of The Merger Transaction," "--Stockholders Voting
Agreement," "SPECIAL FACTORS--Interests of Directors And Officers In The
Merger That Are Different From Your Interests Or Which May Present Conflicts
of Interest," "--Background Of The Merger Transaction," "--Opinion Of White
Cap's Financial Advisor," "--Certain Effects Of The Merger," "THE MERGER
--Financing" and "--Stockholders Voting Agreement"
Item 4(a)........................... "SUMMARY," "SPECIAL FACTORS" and "THE MERGER"
Item 4(b)........................... "SUMMARY--Purpose And Reasons of LGP And The Management Group For The
Merger Transaction," "--Interests Of Directors And Officers In The Merger
That Are Different From Your Interests Or Which May Present
Conflicts Of Interest," "SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your Interests Or Which
May Present Conflicts Of Interest" and "--Certain Effects Of The Merger"
Item 5(a)........................... "SUMMARY--The Proposal," "--Purpose And Reasons Of LGP And The
Management Group For The Merger Transaction," "--Purpose Of The
Special Meeting," "SPECIAL FACTORS--Interests Of Directors And Officers In
The Merger That Are Different From Your Interests Or Which May Present
Conflicts Of Interest" and "THE MERGER--Conversion Of Securities"
Item 5(c)........................... "SUMMARY--Interests Of Directors And Officers In The Merger That Are
Different From Your Interests Or Which May Present Conflicts Of Interests,"
"SPECIAL FACTORS--Interests Of Directors And Officers In The Merger That
Are Different From Your Interests Or Which May Present Conflicts Of
Interest--Employment Agreements" and Exhibits B-1 through B-6 of Appendix A
to the Schedule 14A
Item 5(d)........................... "SUMMARY--Financing Of The Merger," and "THE MERGER--Financing"
Items 5(f) and (g).................. "SUMMARY--Certain Effects Of The Merger" and "SPECIAL FACTORS--Certain
Effects Of The Merger"
Item 6(a)........................... "SUMMARY--Financing Of The Merger" and "THE MERGER--Financing" (as modified
by the Notice of Postponed Special Meeting)
Item 6(b)........................... "THE MERGER--Financing--Expenses Of The Transaction"
Item 6(c)........................... "SUMMARY--Financing Of The Merger" and "THE MERGER--Financing" (as modified
by the Notice of Postponed Special Meeting)
Items 7(a)-(c)...................... "SUMMARY--Background Of The Merger Transaction," "--The Independent
Directors' And Board Of Directors' Recommendation," "--Purpose And
Reasons Of LGP And The Management Group For The Merger Transaction,"
"SPECIAL FACTORS--Background Of The Merger Transaction," "--Certain
Effects Of The Merger" and "--Purpose And Reasons Of LGP And The
Management Group For The Merger Transaction"
Item 7(d)........................... "SUMMARY--Certain Effects Of The Merger," "--Federal Income Tax
Considerations," "--Rights Of Dissenting Stockholders," "--Accounting
Treatment," "THE MERGER--Accounting Treatment," "SPECIAL FACTORS--Certain
Effects Of The Merger," "--Conduct Of White Cap's Business After The
Merger," "--Interests Of Directors And Officers That Are Different From Your
Interests Or Which May Present Conflicts of Interest," "THE MERGER
--Indemnification And Insurance," "FEDERAL INCOME TAX CONSIDERATIONS"
and "PENDING LITIGATION RELATED TO THE MERGER"
i
ITEM IN WHERE LOCATED IN SCHEDULE 14A (OR
SCHEDULE 13E-3 THE NOTICE OF POSTPONED SPECIAL MEETING)
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Items 8(a)-(b) and (d)-(f).......... "INTRODUCTION," "SUMMARY--Background Of The Merger Transaction,"
"--The Independent Directors' And Board Of Directors' Recommendation,"
"--Opinion Of White Cap's Financial Advisor," "--Purpose And Reasons
Of LGP And The Management Group For The Merger Transaction,"
"--Position Of The Management Group As To Fairness Of The Merger
Transaction" and "SPECIAL FACTORS"
Item 8(c)........................... "SUMMARY--Vote Required" and "THE PROPOSAL--Vote Required; Record Date"
Items 9(a)-(c)...................... "SUMMARY--Opinion Of White Cap's Financial Advisor" and
"SPECIAL FACTORS--Opinion Of White Cap's Financial Advisor"
Item 10(a) and (b).................. "PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT,"
"SUMMARY--Stockholders Voting Agreement," "THE MERGER--Treatment Of
Stock Options," "--Financing Of The Merger" and "--Stockholders
Voting Agreement"
Item 11............................. "SUMMARY--Stockholders Voting Agreement," "--Interests Of Directors
And Officers In The Merger That Are Different From Your Interests Or
Which May Present Conflicts Of Interest," "SPECIAL FACTORS--Interests
Of Directors And Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of Interest," "--Purpose And
Reasons Of LGP And The Management Group For The Merger Transaction" and
"THE MERGER" (as modified by the Notice of Postponed Special Meeting to
indicate that the termination date of the Merger Agreement has been
extended to March 31, 2000)
Items 12(a) and (b)................. "SUMMARY--Purpose Of The Special Meeting," "--Vote Required,"
"--Purpose And Reasons Of LGP And The Management Group For The Merger
Transaction," "--Stockholders Voting Agreement," "--Position Of The
Management Group As To Fairness Of The Merger Transaction," "SPECIAL
FACTORS--Background Of The Merger Transaction," "--Interests Of
Directors And Officers In The Merger That Are Different From Your Interests
Or Which May Present Conflicts Of Interest--Post Merger Transaction Ownership
Of White Cap," "--Position Of The Management Group As To Fairness Of
The Merger Transaction" and "--Certain Effects Of The Merger"
Item 13(a).......................... "SUMMARY--Rights Of Dissenting Stockholders," "SPECIAL FACTORS--Position
Of The Management Group As To Fairness Of The Merger Transaction" and
"THE MERGER--Appraisal Rights"
Item 14(a).......................... "SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA" and "SELECTED
CONSOLIDATED FINANCIAL DATA"
Item 14(b).......................... "PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)"
Item 15(a).......................... "SUMMARY--Interests Of Directors And Officers In The Merger That Are
Different From Your Interests Or Which May Present Conflicts Of
Interest," "SPECIAL FACTORS--Interests Of Directors And Officers In
The Merger That Are Different From Your Interests Or Which May Present
Conflicts Of Interest--Employment Agreements" and Exhibits B-1 through B-6
of Appendix A to the Schedule 14A
ii
ITEM IN WHERE LOCATED IN SCHEDULE 14A (OR
SCHEDULE 13E-3 THE NOTICE OF POSTPONED SPECIAL MEETING)
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Item 15(b).......................... "PROXY SOLICITATION"
iii
This Rule 13E-3 Transaction Statement (the "Statement") relates to
the Agreement and Plan of Merger dated July 21, 1999 (the "Agreement"), and
the related agreements thereto, copies of which are attached as Exhibits to
Appendix A of the Schedule 14A (collectively with all other appendixes and
exhibits, the "Schedule 14A") filed by the Issuer with the Securities and
Exchange Commission on December 13, 1999, as modified by the Notice of
Postponed Special Meeting to be held on February 7, 2000 (the "Notice of
Postponed Special Meeting") filed by the Issuer with the Securities and
Exchange Commission on January 19, 2000. All references below to the "Proxy"
are references to the Schedule 14A as so modified. On February 7, 2000 the
shareholders of the Company approved the Agreement, and on March 10, 2000 the
Merger was consummated. Pursuant to the Agreement, WC Recapitalization Corp.
("WC"), a Delaware corporation (the "Purchaser") and wholly owned indirect
subsidiary of Leonard, Green & Partners, L.P., a Delaware limited partnership
(the "Parent"), was merged into White Cap Industries, Inc., a Delaware
corporation (the "Issuer"). Accordingly, all outstanding shares of Common Stock
(except for 971,446 shares of Common Stock held by certain members of the
management of the Company), $.01 par value, of the Issuer (the "Common
Stock"), were cancelled and exchanged for the right to receive $16.50 per
share, net to the seller in cash without interest thereon, upon the terms and
subject to the conditions set forth in the Agreement. Capitalized terms used
herein and not otherwise defined shall have the definitions set forth in the
Agreement.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The name of the issuer is White Cap Industries, Inc., a
Delaware corporation (also referred to as the "Company"). The
address of the Company's principal executive offices is 3120
Airway Avenue, Costa Mesa, California 92626. The class of
equity securities to which this statement relates is Common
Stock, $.01 par value, of the Company.
(b) The title of the Securities subject to the transaction is
Common Stock, $.01 par value. As of August 13, 1999 there were
approximately 10,725,791 shares of Common Stock outstanding.
As of May 28, 1999, there were approximately 185 record
holders of Common Stock.
(c)-(d) The information set forth in the Proxy under the headings
"SUMMARY--Market Prices For Common Stock And Dividends" and
"MARKET PRICES FOR COMMON STOCK AND DIVIDENDS" is incorporated
herein by reference.
(e) The Company consummated an initial public offering of four
million shares of Common Stock on October 22, 1997. The
offering price per share of Common Stock sold in the initial
public offering was $18.00 and the aggregate proceeds to the
Company equaled $66,960,000.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d), (g) This Statement is filed by the Company and Greg Grosch. The
Company is the issuer of the Common Stock subject to the
Rule 13e-3 transaction. The information set forth in the
Company's Amended Annual Report on Form 10-K/A for the
fiscal year ended March 27, 1999 under the heading
"INFORMATION CONCERNING DIRECTORS" is hereby incorporated
by reference pursuant to General Instruction D of Schedule
13E-3. The information set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended March 27,
1999 under the heading "EXECUTIVE OFFICERS OF THE
REGISTRANT" is incorporated herein by reference pursuant to
General Instruction D of Schedule 13E-3.
(e) Not Applicable.
(f) Not Applicable.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not Applicable.
(a)(2) The information set forth in the Company's Definitive Proxy
Statement on Form Schedule 14A filed with the Securities
Exchange Commission on August 28, 1998 under the heading
"STOCKHOLDERS AGREEMENT" is incorporated herein by
reference pursuant to General Instruction D of Schedule
13E-3.
(b) The information set forth in the Proxy under the headings
"SUMMARY--Background Of The Merger Transaction," "--Stockholders
Voting Agreement," "SPECIAL FACTORS--Interests Of
Directors And Officers In The Merger That Are Different
From Your Interests Or Which May Present Conflicts Of
Interest," "--Background Of The Merger Transaction,"
"--Opinion Of White Cap's Financial Advisor," "Certain Effects
Of The Merger," "THE MERGER--Financing" and "--Stockholders
Voting Agreement" is incorporated herein by reference. The
information set forth in the Company's Amended Annual Report on
Form 10-K/A for the fiscal year ended March 27, 1999 under the
heading "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--TRANSACTION ADVISORY AGREEMENT" is also incorporated herein by
reference pursuant to General Instruction D of Schedule 13E-3.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the Proxy under the headings
"SUMMARY," "SPECIAL FACTORS" and "THE MERGER" is incorporated
herein by reference.
(b) The information set forth in the Proxy under the headings
"SUMMARY--The Purpose And Reasons of LGP And The Management
Group For the Merger Transaction," "--Interests Of
Directors And Officers In The Merger That Are Different
From Your Interests Or Which May Present Conflicts Of
Interest," "SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of Interest" and
"--Certain Effects Of The Merger" is incorporated herein by
reference.
ITEM 5. PLANS AND PROPOSALS OF THE ISSUER OR AFFILIATE
(a) The information set forth in the Proxy under the headings
"SUMMARY--The Proposal," "--Purpose And Reasons Of LGP And
The Management Group For The Merger Transaction,"
"--Purpose Of The Special Meeting," "SPECIAL
FACTORS--Interests Of Directors And Officers In The Merger
That Are Different From Your Interests Or Which May Present
Conflicts Of Interest" and "THE MERGER--Conversion Of
Securities" is incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in the Proxy under the headings
"SUMMARY--Interests Of Directors And Officers In The Merger
That Are Different From Your Interests Or Which May Present
Conflicts Of Interest" and "SPECIAL FACTORS--Interests Of
Directors And Officers In The Merger That Are Different
From Your Interests Or Which May Present Conflicts Of
Interest--Employment Agreements" is incorporated herein by
reference. The Employment Agreements attached as Exhibits
B-1 through B-6 of Appendix A to the Proxy are also
incorporated herein by reference.
(d) The information set forth in the Proxy under the headings
"SUMMARY--Financing Of The Merger" and "THE
MERGER--Financing" is incorporated herein by reference.
(e) Not applicable.
(f)-(g) The information set forth in the Proxy under the heading
"SUMMARY--Certain Effects Of The Merger" and "SPECIAL
FACTORS--Certain Effects Of The Merger" is incorporated
herein by reference. In addition, effective March 10, 2000,
Dan Tsujioka, Mark M. King, James A. Johnson, Charles A.
Hamilton, Donald Koll and Douglas Jacobs resigned from the
Board of Directors of the Company and, following the
effectiveness of such resignations, the authorized number
of directors was set at five and Peter J. Nolan, Jonathan
D. Sokoloff and Jonathan A. Seiffer were elected as
directors. On March 17, 2000, the Company filed Form 15
terminating the Company's obligations to file reports under
the Securities Exchange Act of 1934.
ITEM 6. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
(a) The information set forth in Proxy under the headings
"SUMMARY--Financing Of The Merger" and "THE
MERGER--Financing" and the information in the Notice of
Postponed Special Meeting regarding the extension of the
financing commitments is incorporated herein by reference.
(b) The information set forth in the Proxy under the headings "THE
MERGER--Financing--Expenses Of The Transaction" is
incorporated herein by reference.
(c) The information set forth in the Proxy under the headings
"SUMMARY--Financing Of The Merger" and "THE
MERGER--Financing" and the information in the Notice of
Postponed Special Meeting regarding the extension of the
financing commitments to March 31, 2000 is incorporated
herein by reference. As an alternative to the offering of
Senior Subordinated Notes (described in the Proxy under the
heading "THE MERGER--Financing"), Industries and the Company
privately issued $75,000,000.00 principal amount of
Industries' 13% Subordinated Notes due 2010 together with
warrants to purchase 202,584 shares of the Company's Common
Stock.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth in the Proxy under the headings
"SUMMARY--Background Of The Merger Transaction," "--The
Independent Directors' And Board Of Directors'
Recommendation," "--Purpose And Reasons Of LGP And The
Management Group For The Merger Transaction," "SPECIAL
FACTORS--Background of the Merger Transaction," "--Certain
Effects Of The Merger" and "--Purpose And Reasons Of LGP
And The Management Group For The Merger Transaction" is
incorporated herein by reference.
(d) The information set forth in the Proxy under the headings
"SUMMARY--Certain Effects Of The Merger," "--Federal Income
Tax Considerations," "--Rights Of Dissenting Stockholders,"
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"--Accounting Treatment," "THE MERGER--Accounting
Treatment," "SPECIAL FACTORS--Certain Effects Of The
Merger," "--Conduct Of White Cap's Business After The
Merger," "--Interests of Directors And Officers That Are
Different From Your Interests Or Which May Present
Conflicts of Interest," "THE MERGER--Indemnification And
Insurance," "FEDERAL INCOME TAX CONSIDERATIONS" and
"PENDING LITIGATION RELATED TO THE MERGER" is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(b),(d)-(f) The information set forth in the Proxy under the headings
"INTRODUCTION," "SUMMARY--Background Of The Merger
Transaction," "--The Independent Directors' And Board Of
Directors' Recommendation," "--Opinion Of White Cap's
Financial Advisor," "--Purpose And Reasons Of LGP And The
Management Group For The Merger Transaction," "--Position
Of The Management Group As To Fairness Of The Transaction"
and "SPECIAL FACTORS" is incorporated herein by reference.
(c) The information set forth in the Proxy under the headings
"SUMMARY--Vote Required" and "THE PROPOSAL--Vote Required;
Record Date" is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(c) The information set forth in the Proxy under the headings
"SUMMARY--Opinion Of White Cap's Financial Advisor" and
"SPECIAL FACTORS--Opinion Of White Cap's Financial Advisor"
is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The information set forth in the Proxy under the headings
"PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT,"
"SUMMARY--Stockholders Voting Agreement," "THE
MERGER--Treatment Of Stock Options," "--Financing Of The
Merger" and "--Stockholders Voting Agreement" is incorporated
herein by reference. The Stockholders Voting Agreement dated
July 22, 1999 between WC Recapitalization Corp. and White Cap
Industries, Inc. (a copy of which is attached as
Exhibit (c)(5) to the Schedule 13E-3 filed by the Company
with the Securities Exchange Commission on December 13, 1999)
is also incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO ISSUER'S SECURITIES
The information set forth in the Proxy under the headings
"SUMMARY--Stockholders Voting Agreement," "--Interests Of
Directors And Officers In The Merger That Are Different
From Your Interests Or Which May Present Conflicts Of
Interest," "SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of Interest,"
"--Purpose And Reasons Of LGP And The Management Group For
The Merger Transaction" and "THE MERGER" is incorporated
herein by reference. As described in the Notice of
Postponed Special Meeting, the date of the special meeting
and the related record date have been reset to February 7,
2000 and January 18, 2000, respectively, in order to ensure
compliance with the technical requirements of applicable
state laws. In addition, as described in the Notice of
Postponed Special Meeting, the termination date of the Merger
Agreement has been extended to March 31, 2000. The form of
Stockholders Agreement attached as Exhibit C to Appendix A
to the Proxy, the Stockholders Voting Agreement dated July
22, 1999 between WC Recapitalization Corp. and White Cap
Industries, Inc. (a copy of which is attached as Exhibit
(c)(5) to the Schedule 13E-3 filed by the Company with the
Securities Exchange Commission on December 13, 1999), the
Amendment to Agreement and Plan of Merger dated January 18,
2000, between the Issuer and WC Recapitalization Corp. (a
copy of which is attached to this Amendment No. 4 to
Schedule 13E-3 as Exhibit (c)(6)), and the Notice of
Postponed Special Meeting (a copy of which is attached to this
Amendment No. 4 to Schedule 13e-3 as Exhibit (d)(5)) are
each incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION
(a)-(b) The information set forth in the Proxy under the headings
"SUMMARY--Purpose Of The Special Meeting," "--Vote Required,"
"--Purpose And Reasons Of LGP And The Management Group For The
Merger Transaction," "--Stockholders Voting Agreement,"
-3-
"--Position Of The Management Group As To Fairness Of The
Merger Transaction," "SPECIAL FACTORS--Background of the
Merger Transaction," "--Interests Of Directors And Officers
In The Merger That Are Different From Your Interests Or Which
May Present Conflicts Of Interest--Post Merger Transaction
Ownership Of White Cap," "--Position Of The Management Group
As To Fairness Of The Merger Transaction" and "--Certain
Effects Of The Merger" is incorporated herein by reference.
ITEM 13 OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth in the Proxy under the headings
"SUMMARY--Rights Of Dissenting Stockholders," "SPECIAL
FACTORS--Position Of The Management Group As To Fairness Of
The Merger Transaction" and "THE MERGER--Appraisal Rights"
is incorporated herein by reference. The information set
forth in Appendix D to the Proxy is also incorporated
herein by reference. Since no shareholders gave notice of
their intention to seek dissenter's rights, dissenter's
rights will not be available.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the Proxy under the headings
"SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA" and
"SELECTED CONSOLIDATED FINANCIAL DATA" is incorporated herein
by reference. The information set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended March 27,
1999 under the heading "FINANCIAL STATEMENTS AND SUPPLEMENTAL
DATA" is also incorporated herein by reference.
(b) The information set forth in the Proxy under the heading "PRO
FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)"
is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) The information set forth in the Proxy under the headings
"SUMMARY--Interests Of Directors And Officers In The Merger
That Are Different From Your Interests Or Which May Present
Conflicts Of Interest" and "SPECIAL FACTORS--Interests Of
Directors And Officers In The Merger That Are Different
From Your Interests Or Which May Present Conflicts Of
Interest--Employment Agreements" is incorporated herein by
reference. The Employment Agreements attached as Exhibits
B-1 through B-6 of Appendix A to the Proxy are also
incorporated herein by reference.
(b) The information set forth in the Proxy under the heading
"PROXY SOLICITATION" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION
All information set forth in the Proxy and exhibits
thereto which is not otherwise incorporated in this Statement
by reference is hereby incorporated herein by reference.
On January 18, 2000, the Notice of Postponed Special
Meeting was mailed to White Cap record date stockholders.
The Notice of Postponed Special Meeting sets forth a new
record date and new date for the Special Meeting of
Stockholders. The Notice of Postponed Special Meeting was
accompanied by a copy of the Issuer's Proxy, dated December
13, 1999, a new proxy card and all other supplemental
materials that were incorporated by reference into the
Proxy.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter dated July 20, 1999 to Leonard Green & Partners, L.P.
from Donaldson, Lufkin & Jenrette (incorporated herein by
reference to Exhibit 7(e) to the Schedule 13D filed on July
30, 1999 relating to the Common Stock, $.01 par value, of
White Cap Industries, Inc.)
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(a)(2) Letter dated July 20, 1999 to White Cap Industries, Inc. from
Leonard Green & Partners L.P. (incorporated herein by
reference to Exhibit 7(d) to the Schedule 13D filed on July
30, 1999 relating to the Common Stock, $.01 par value, of
White Cap Industries, Inc.)
(a)(3) Amendment, dated January 18, 2000, to the letter, dated
July 20, 1999, to Leonard Green & Partners from Donaldson,
Lufkin & Jenrette (incorporated herein by reference to
Amendment No. 4 to the Schedule 13E-3/A filed by White Cap
Industries, Inc. on January 19, 2000)
(b) Fairness Opinion of White Cap's Financial Advisor
(incorporated herein by reference to Appendix B to the
Schedule 14A filed by White Cap Industries, Inc. on
December 13, 1999)
(c)(1) Agreement and Plan of Merger dated July 21, 1999 by and between
White Cap Industries, Inc. and WC Recapitalization Corp.
(incorporated herein by reference to the Schedule 14A filed by
White Cap Industries on December 13, 1999)
(c)(2) Certificate of Incorporation of the Surviving Corporation
(incorporated herein by reference to Exhibit A to Appendix A
to the Schedule 14A filed by White Cap Industries, Inc. on
December 13, 1999)
(c)(3) Form of Stockholders Agreement (incorporated herein by reference
to Exhibit C to Appendix A to the Schedule 14A filed by White Cap
Industries, Inc. on December 13, 1999)
(c)(4) Term of Preferred Stock (incorporated by reference to Annex 1 to
Appendix A to the Schedule 14A filed by White Cap Industries, Inc.
on December 13, 1999)
(c)(5) Stockholders Voting Agreement dated July 22, 1999 between WC
Recapitalization Corp. and the stockholders of White Cap Industries,
Inc. identified on Schedule I thereto (incorporated herein by
reference to Appendix C to the Schedule 14A filed by White Cap
Industries, Inc. on December 13, 1999)
(c)(6) Amendment to Agreement and Plan of Merger, dated as of January 18,
2000, by and between White Cap Industries, Inc. and WC
Recapitalization Corp. (incorporated herein by reference to
Amendment No. 4 to the Schedule 13E-3/A filed by White Cap
Industries, Inc. on January 19, 2000)
(d)(1) Schedule 14A (including all appendixes and all exhibits to all
appendixes thereto) filed by White Cap Industries, Inc. on
December 13, 1999 is incorporated herein by reference
(d)(2) White Cap Industries, Inc. Annual Report on Form 10-K for
the fiscal year ended March 27, 1999 is incorporated herein
by reference
(d)(3) White Cap Industries, Inc. Amended Annual Report on Form
10K/A for the fiscal year ended March 27, 1999 is
incorporated herein by reference
(d)(4) White Cap Industries, Inc. Definitive Proxy Statement on
Schedule 14A filed on August 28, 1998 (incorporated herein
by reference from Exhibit (d)(4) to Amendment No. 3 to this
Schedule 13e-3, filed by White Cap Industries, Inc. on
December 13, 1999)
(d)(5) Notice of Postponed Special Meeting sent to White Cap record date
stockholders and filed with the Securities and Exchange Commission
on January 19, 2000, is incorporated herein by reference.
(e) Summary of Appraisal Rights (incorporated herein by
reference to the Schedule 14A filed by White Cap Industries
on December 13, 1999 under the heading "THE MERGER
--Appraisal Rights" and by reference to Appendix D to such
Schedule 14A)
(f) Not Applicable
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SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
WHITE CAP INDUSTRIES, INC.
Dated: March 17, 2000 By: /s/ Chris Lane
---------------------------
Chris Lane
Chief Financial Officer
Dated: March 17, 2000 By: /s/ Greg Grosch
---------------------------
Greg Grosch
-6-
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
(a)(1) Letter dated July 20, 1999 to Leonard Green & Partners, L.P.
from Donaldson, Lufkin & Jenrette (incorporated herein by
reference to Exhibit 7(e) to the Schedule 13D filed on July
30, 1999 relating to the Common Stock, $.01 par value, of
White Cap Industries, Inc.)
(a)(2) Letter dated July 20, 1999 to White Cap Industries, Inc. from
Leonard Green & Partners L.P. (incorporated herein by
reference to Exhibit 7(d) to the Schedule 13D filed on July
30, 1999 relating to the Common Stock, $.01 par value, of
White Cap Industries, Inc.)
(a)(3) Amendment, dated January 18, 2000, to the letter, dated
July 20, 1999, to Leonard Green & Partners from Donaldson,
Lufkin & Jenrette (incorporated herein by reference to
Amendment No. 4 to the Schedule 13E-3/A filed by White Cap
Industries, Inc. on January 19, 2000)
(b) Fairness Opinion of White Cap's Financial Advisor
(incorporated herein by reference to Appendix B to the
Schedule 14A filed by White Cap Industries, Inc. on
December 13, 1999)
(c)(1) Agreement and Plan of Merger dated July 21, 1999 by and
between White Cap Industries, Inc. and WC Recapitalization
Corp. (incorporated herein by reference to the Schedule 14A
filed by White Cap Industries, Inc. on December 13, 1999)
(c)(2) Certificate of Incorporation of the Surviving Corporation
(incorporated herein by reference to Exhibit A to Appendix A
to the Schedule 14A filed by White Cap Industries, Inc. on
December 13, 1999)
(c)(3) Form of Stockholders Agreement (incorporated herein by reference
to Exhibit C to Appendix A to the Schedule 14A filed by White
Cap Industries, Inc. on December 13, 1999)
(c)(4) Term of Preferred Stock (incorporated by reference to Annex 1 to
Appendix A to the Schedule 14A filed by White Cap
Industries, Inc. on December 13, 1999)
(c)(5) Stockholders Voting Agreement dated July 22, 1999 between WC
Recapitalization Corp. and the stockholders of White Cap
Industries Inc. identified on Schedule I thereto (incorporated
herein by reference to Appendix C to Schedule 14A filed by
White Cap Industries, Inc. on December 13, 1999)
(c)(6) Amendment to Agreement and Plan of Merger, dated as of January 18,
2000, by and between White Cap Industries, Inc. and WC
Recapitalization Corp. (incorporated herein by reference to
Amendment No. 4 to the Schedule 13E-3/A filed by White Cap
Industries, Inc. on January 19, 2000)
(d)(1) Schedule 14A (including all appendixes and all exhibits to all
appendixes thereto) filed by White Cap Industries, Inc. on
December 13, 1999 is incorporated herein by reference
(d)(2) White Cap Industries, Inc. Annual Report on Form 10-K for
the fiscal year ended March 27, 1999 is incorporated herein
by reference
(d)(3) White Cap Industries, Inc. Amended Annual Report on Form
10-K/A for the fiscal year ended March 27, 1999 is
incorporated herein by reference
(d)(4) White Cap Industries, Inc. Definitive Proxy Statement on
Schedule 14A filed on August 28, 1998 (incorporated herein
by reference from Exhibit (d)(4) to Amendment No. 3 to this
Schedule 13e-3, filed by White Cap Industries, Inc. on
December 13, 1999)
(d)(5) Notice of Postponed Special Meeting sent to White Cap record date
stockholders and filed with the Securities and Exchange Commission
on January 19, 2000, is incorporated herein by reference.
(e) Summary of Appraisal Rights (incorporated herein by reference
to the Schedule 14A filed by White Cap Industries on
December 13, 1999 under the heading "THE MERGER--Appraisal
Rights" and by reference to Appendix D to such Schedule 14A)
(f) Not Applicable
-7-