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) November 6, 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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On November 6, 1997, Kevco, Inc., a Texas corporation (the "Company"), gave
the following notice by press release, which notice is being filed herewith in
accordance with Rule 135c of the Securities Act of 1933, as amended:
FORT WORTH, Texas (Nov. 6, 1997) -- Kevco, Inc. (Nasdaq/NM:KVCO) announced
today that it plans to issue up to $100 million aggregate principal amount
of senior subordinated Notes due 2007. The private placement is expected to
be completed in the next 30 days.
Kevco intends to use the net proceeds from the offering to finance a
portion of the consideration involved in the previously announced agreement
to acquire Shelter Components Corporation (AMEX:SST). The private placement
will be made by means of an offering memorandum within the United States
only to "qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) and outside the United States to certain persons in
reliance upon Regulation S under the Securities Act.
The Notes will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Kevco, headquartered in Fort Worth, Texas, is a leading wholesale
distributor and manufacturer of building products to the manufactured
housing and recreational vehicle industries.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes.
Certain statements contained herein which are not historical facts are
forward-looking statements that involve risks and uncertainties, including,
but not limited to, the impact of competitors' pricing, product quality and
related features; the cyclical nature and seasonality of the manufactured
housing and RV markets; the dependence of the Company on its principal
customers and key suppliers; and other risks detailed in the Company's Form
10-K and 10-Q filings with the Securities and Exchange Commission,
including those set forth in the Prospectus relating to the Company's
initial public offering.
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ITEM 7. EXHIBITS.
Exhibit Nos.
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2.1 Agreement and Plan of Merger, dated as of October 21, 1997, between Kevco,
Inc., SCC Acquisition Corp., and Shelter Components Corporation.(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)
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(1) Previously filed as an exhibit to the Company's Tender Offer Statement on
Schedule 14d-1 filed October 28, 1997, and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 333-11173) and incorporated herein by reference.
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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: November 6, 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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