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) February 27, 1997
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Kevco, Inc.
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(Exact name of registrant as specified in its charter)
Texas 000-21621 75-2666013
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1300 S. University Drive, Suite 200, Fort Worth, Texas 76107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817) 332-2758
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
CONSOLIDATED ACQUISITION
On February 27, 1997, Kevco, Inc., a Texas corporation (the "Company"),
through a wholly-owned subsidiary, acquired (the "Consolidated Acquisition")
substantially all of the assets, and assumed certain liabilities, of
Consolidated Forest Products, L.L.C., an Alabama limited liability company
("Consolidated") pursuant to the terms of that certain Asset Purchase Agreement,
dated as of January 31, 1997 by and among Consolidated Forest Products, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company, Consolidated
and the Members of Consolidated.
As a result of the Consolidated Acquisition, the Company became the
indirect holder (through a subsidiary of the Company) of, with certain
limitations, all of the assets and properties, real and personal, tangible and
intangible, and certain liabilities of Consolidated. Consolidated was a
manufacturer of wood products for the manufactured housing industry and the
Company's subsidiary intends to continue the use of the assets it acquired
substantially in accordance with their prior use.
To the best knowledge of the Company, at the time of the Consolidated
Acquisition there was no material relationship between (i) Consolidated and the
Members on the one hand and (ii) the Company, or any of its affiliates, any
director or officer of the Company, or any associate of such director or officer
on the other.
The aggregate consideration paid by the Company as a result of the
Consolidated Acquisition was approximately $13 million in cash and two
promissory notes in the aggregate original principal amount of approximately
$1.0 million, with such aggregate original principal amount subject to potential
post-closing downward adjustments. In connection with the Consolidated
Acquisition, the Company assumed approximately $4.9 million in debt of
Consolidated. The acquisition consideration for the Consolidated Acquisition
was determined by arms-length negotiations between the parties to the Asset
Purchase Agreement.
The primary source of funds used in the Consolidated Acquisition was funds
extended under the Company's Credit Agreement with NationsBank of Texas, N.A.
("NationsBank").
BOWEN ACQUISITION
On February 28, 1997, the Company through a wholly-owned subsidiary
acquired (the "Bowen Acquisition") all of the capital stock of Bowen Supply,
Inc., a Georgia corporation ("Bowen") pursuant to the terms of that certain
Stock Purchase Agreement, dated as of February 20, 1997 by and among Kevco
Delaware, Inc., a Delaware corporation and wholly-owned subsidiary of the
Company, Bowen and the shareholders of Bowen, being Raja Corporation, Robert P.
Murray Revocable Trust, Jere W. Goldsmith, Harold P. Bowen, and Fred P. Bowen,
II (the "Shareholders").
As a result of the Bowen Acquisition, the Company became the indirect
holder (through a subsidiary of the Company) of all of the assets and
properties, real and personal, tangible and
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intangible, and liabilities of Bowen. Bowen was a wholesale distributor of
building products to the manufactured housing and recreational vehicle
industries and the Company's subsidiary intends to continue the use of its
assets substantially in accordance with prior practice.
To the best knowledge of the Company, at the time of the Bowen Acquisition
there was no material relationship between (i) Bowen and the Shareholders on the
one hand and (ii) the Company, or any of its affiliates, any director or officer
of the Company, or any associate of such director or officer on the other.
The aggregate consideration paid by the Company as a result of the Bowen
Acquisition was approximately $18 million in cash and three promissory notes in
the aggregate original principal amount of $2.5 million, with such aggregate
original principal amount subject to potential post-closing downward
adjustments. The acquisition consideration for the Bowen Acquisition was
determined by arms-length negotiations between the parties to the Stock Purchase
Agreement.
The primary source of funds used in the Bowen Acquisition was funds
extended under the Company's Credit Agreement with NationsBank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) It is impractical for the registrant to file the otherwise required
financial statements at this time. Such financial statements will be filed
under cover of Form 8-K/A as soon as practicable, but no later than 60 days
after the date by which this report on Form 8-K was required to be filed.
(b) Exhibits.
2.1 Asset Purchase Agreement by and among Consolidated Forest Products, Inc.,
Consolidated Forest Products, L.L.C. and the members of the Company.(1)
2.2 Stock Purchase Agreement by and among Kevco Delaware, Inc. and the
shareholders of Bowen Supply, Inc.(1)
4.1 Articles of Incorporation of Kevco, Inc., as amended.(2)
4.2 Bylaws of Kevco, Inc.(2)
4.3 Form of certificate evidencing ownership of the Common Stock of Kevco,
Inc.(2)
23.1 Consent of Coopers & Lybrand, LLP.*
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(1) Filed herewith.
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(2) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 333-11173) and incorporated herein by reference.
* To be filed by amendment
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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 hereunto duly authorized.
Kevco, Inc.
Date: March 13, 1997 By:/s/ Jerry E. Kimmel
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Jerry E. Kimmel
Chairman of The Board,
President and
Chief Executive Officer
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