SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
PAMECO CORPORATION
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(Name of the Issuer)
PAMECO CORPORATION
PAMECO ACQUISITION, INC.
LITTLEJOHN FUND II, L.P.
LITTLEJOHN ASSOCIATES II, L.L.C.
ANGUS C. LITTLEJOHN, JR.
QUILVEST AMERICAN EQUITY LTD.
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(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
697934107
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(CUSIP Number of Class of Securities)
Angus C. Littlejohn, Jr. James D. Epstein, Esq.
Littlejohn & Co., L.L.C. Elam M. Hitchner, III, Esq.
115 East Putnam Avenue Pepper Hamilton LLP
Greenwich, CT 06830 3000 Two Logan Square
(203) 552-3500 Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103
(215) 981-4000
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(Name, Address and Telephone Number of Person(s)
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: [x]
Check the following box if the filing is a final amendment reporting the results
of the transaction:
Calculation of Filing
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Transaction Valuation* Amount of Filing Fee $279
$1,395,080
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______________________________
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 3,100,178 outstanding shares of Common Stock, par value $.01 per
share, of Pameco Corporation ("Common Stock"), at $0.45 cash per share.
The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-
11, equals 1/50 of one percent of the value of the securities to be purchased.
[X] Check box if any part of the fee is offset as provided by Exchange Act 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 its filing.
Amount Previously Paid: $279
Form or Registration No.: Schedule 14A
Filing Party: Pameco Corporation
Date Filed: March 16, 2001
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THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL AND A CRIMINAL OFFENSE.
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INTRODUCTION
This Rule 13e-3 Transaction Statement (this "Schedule 13E-3") relates to
the Agreement and Plan of Merger dated as of March 6, 2001 (the "Merger
Agreement") between Pameco Corporation, a Delaware corporation ("Pameco," the
"Issuer" or the "Company"), and Pameco Acquisition, Inc., a Delaware corporation
("Pameco Acquisition"). The persons filing this Schedule 13E-3 are Pameco,
Pameco Acquisition, Littlejohn Fund II, L.P., a Delaware limited partnership
("Littlejohn"), Littlejohn Associates II, L.L.C., a Delaware limited liability
company and the general partner of Littlejohn ("LJ Associates"), Angus C.
Littlejohn, Jr., the manager of LJ Associates ("Mr. Littlejohn"), and Quilvest
American Equity Ltd., a British Virgin Islands international business company
("Quilvest").
The Merger Agreement provides, among other things, for the merger of Pameco
Acquisition with and into the Company (the "Merger") with the Company continuing
as the surviving corporation (the "Surviving Corporation"). In the Merger, (a)
each outstanding share of common stock, par value $0.01 per share (the "Common
Stock"), of the Company will be converted into the right to receive $0.45 in
cash (except for (i) any shares held by a holder who has taken all actions
required to perfect such holder's appraisal rights under Delaware law, (ii) any
shares held by the Company as treasury shares, (iii) any shares held by Pameco
Acquisition or (iv) any shares held by any subsidiary of the Company, which
shares in the cases of (ii) - (iv) shall be canceled and retired); (b) each
outstanding share of common stock, par value $0.01 per share, of Pameco
Acquisition ("Pameco Acquisition Common Stock") will be converted into that
number of shares of common stock, par value $0.01 per share, of the Surviving
Corporation equal to the nearest higher whole number to the quotient of (x) the
number of shares of Common Stock outstanding at the effective time, divided by
(y) 10; and (c) each outstanding share of Series A Cumulative Pay-in-Kind
Preferred Stock, par value $1.00 per share, of the Company ("Series A Preferred
Stock"), Series B Cumulative Pay-in-Kind Convertible Preferred Stock, par value
$1.00 per share, of the Company ("Series B Preferred Stock"), and Series C
Cumulative Pay-in-Kind Convertible Preferred Stock, par value $1.00 per share,
of the Company ("Series C Preferred Stock," and together with the Series A
Preferred Stock and the Series B Preferred Stock, the "Preferred Stock"), will
remain outstanding and will not be exchanged, cancelled or modified in the
Merger.
As of the date hereof, Littlejohn and Quilvest (the "Buyers"), beneficially
own approximately 67.8% and 19.2%, respectively, of the outstanding Common Stock
(assuming conversion of all outstanding shares of Preferred Stock, and excluding
beneficial ownership of shares of Common Stock which may be obtained in
connection with the Merger). As of the date hereof, Littlejohn and Quilvest own
80% and 20%, respectively, of the outstanding Pameco Acquisition Common Stock.
Immediately after the Merger, Littlejohn and Quilvest will own
approximately 80.8% and 19.2%, respectively, of the outstanding common stock of
the Surviving Corporation (assuming conversion of all outstanding shares of
preferred stock of the Surviving Corporation).
Littlejohn & Co., L.L.C. ("Littlejohn & Co"), a Delaware limited liability
company, provides certain investment advisory
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and management services to Littlejohn. The principal business of Littlejohn and
LJ Associates is to make control investments in under-performing companies.
Quilvest is a subsidiary of Quilvest Overseas, Ltd., a British Virgin
Islands international business company ("QOL"). The principal business of QOL
and Quilvest is the making of direct and indirect equity and debt investments in
various parts of the world and in the United States, respectively. QOL is a
subsidiary of Quilvest S.A. ("QV"), a Luxembourg holding company whose shares,
which are issued in bearer form, are listed and traded in the Paris and
Luxembourg Stock Exchanges. QV's principal business is serving as an investment
holding company.
Concurrently with the filing of this Schedule 13E-3, Pameco is filing with
the Securities and Exchange Commission (the "Commission") a preliminary proxy
statement (the "Proxy Statement") pursuant to which the stockholders of Pameco
will be given notice of, and proxies with respect to voting in connection with,
the Merger. The cross reference sheet below is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in response to the items of
this Schedule 13E-3. The information set forth in the Proxy Statement, including
all schedules, exhibits, appendices and annexes thereto, is hereby expressly
incorporated herein by reference and the responses to each item in this Schedule
13E-3 are qualified in their entirety by the information contained in the Proxy
Statement and the schedules, exhibits, appendices and annexes thereto.
All information in, or incorporated by reference in, this Schedule 13E-3
concerning the Company has been supplied by the Company, all information
concerning Quilvest has been supplied by Quilvest, and all information
concerning Littlejohn has been supplied by Littlejohn.
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Item 1. SUMMARY TERM SHEET.
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The information set forth in the sections entitled "SUMMARY TERM
SHEET" and "QUESTIONS AND ANSWERS ABOUT THE MERGER" in the Proxy Statement is
incorporated herein by reference.
Item 2. Subject Company Information.
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(a) Name and Address. The information sat forth in the sections
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entitled "SUMMARY -- The Parties" and "PARTIES TO THE MERGER AGREEMENT AND NEW
STOCKHOLDERS AGREEMENT" in the Proxy Statement is incorporated herein by
reference.
(b) Securities. The class of equity securities that is the subject of
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the Rule 13e-3 transaction to which this Schedule 13E-3 relates is common stock,
par value $.01 per share, of the Company. As of March 6, 2001, there were
approximately 3,100,178 shares of Common Stock issued and outstanding. The
information set forth in the section entitled "INFORMATION CONCERNING THE
SPECIAL MEETING" in the Proxy Statement is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the section
------------------------
entitled "PRICE RANGE OF COMMON STOCK AND DIVIDENDS" in the Proxy Statement is
incorporated herein by reference.
(d) Dividends. The information set forth in the section entitled
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"PRICE RANGE OF COMMON STOCK AND DIVIDENDS--Dividends" in the Proxy Statement is
incorporated herein by reference.
(e) Prior Public Offerings. The Company has made no underwritten
----------------------
public offering of the Common Stock for cash during the past three years that
the Common Stock was registered under the Securities Act of 1933, as amended
(the "Securities Act"), or exempt from registration thereunder pursuant to
Regulation A thereunder.
(f) Prior Stock Purchases. The information set forth in the section
---------------------
entitled "COMMON STOCK PURCHASE INFORMATION" in the Proxy Statement is
incorporated herein by reference.
Item 3. Identity and Background of Filing Persons.
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(a), (c) Name and Address; Business and Background of Natural Persons.
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This Statement is being filed by Pameco, Pameco Acquisition, Littlejohn, LJ
Associates, Mr. Littlejohn and Quilvest. With respect to Pameco, Pameco
Acquisition, Littlejohn, LJ Associates and Quilvest and certain affiliates
(other than natural persons), please refer to Schedule 1. With respect to Mr.
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Littlejohn, please refer to Schedule 2. Schedule 1 and Schedule 2 to this
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Schedule
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13E-3 also set forth certain information as required by Instruction C regarding
the general partner of Littlejohn, each person controlling such general partner,
the executive officers and directors of Pameco, Pameco Acquisition and Quilvest,
respectively, and the executive officers and directors of corporations
controlling Quilvest. To the best knowledge of the filing persons, none of the
natural persons listed on Schedule 2 has been convicted in a criminal proceeding
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(excluding traffic violations or similar misdemeanors) or has been a party to
any judicial or administrative proceeding during the past five years (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or
finding any violation of federal or state securities laws. The information set
forth in the sections entitled "SUMMARY -- The Parties," and "PARTIES TO THE
MERGER AGREEMENT AND NEW STOCKHOLDERS AGREEMENT" in the Proxy Statement is
incorporated herein by reference.
(b) Business and Background of Entities. With respect to Pameco, Pameco
-----------------------------------
Acquisition, Littlejohn and Quilvest and corporations controlling Pameco, Pameco
Acquisition, Littlejohn and Quilvest, please refer to Schedule 1. To the best
----------
knowledge of the filing persons, none of the entities listed on Schedule 1 has
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been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any judicial or administrative proceeding
during the past five years (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or finding any violation of
federal or state securities laws. The information set forth in the sections
entitled "DIRECTORS AND EXECUTIVE OFFICERS," "SUMMARY -- The Parties," and
"PARTIES TO THE MERGER AGREEMENT AND NEW STOCKHOLDERS AGREEMENT" in the Proxy
Statement is incorporated herein by reference.
Item 4. Terms of the Transaction.
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(a)(1) Tender Offers. Not applicable.
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(a)(2) Material Terms. The information set forth in the sections
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entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY TERM SHEET,"
"SUMMARY," "INFORMATION CONCERNING THE SPECIAL MEETING," "RECENT DEVELOPMENTS,"
"SPECIAL FACTORS -- Background of the Merger," "--Purpose of the Merger; Certain
Effects of the Merger," "Recommendation of the Special Committee and Board of
Directors; Reasons for the Merger," "--The Buyers' Purpose and Reasons for the
Merger," "--Certain Federal Income Tax Consequences," "--Accounting Treatment,"
"--Merger Financing; Source of Funds," "REGULATORY MATTERS" and "THE MERGER
AGREEMENT" in the Proxy Statement is incorporated herein by reference.
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(c) Different Terms. The information set forth in the sections entitled
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"SUMMARY TERM SHEET," "SUMMARY," "SPECIAL FACTORS -- Interests in the Merger
that Differ from Your Interests," "THE MERGER AGREEMENT," "PREFERRED STOCK," and
"THE NEW STOCKHOLDERS AGREEMENT" in the Proxy Statement is incorporated herein
by reference.
(d) Appraisal Rights. The information set forth in the section entitled
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"SPECIAL FACTORS -- Dissenters' Rights of Stockholders" in the Proxy Statement
is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. The Company has made no
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provisions in connection with the Merger to grant unaffiliated security holders
access to the corporate files of the Company or to obtain counsel or appraisal
services at the expense of the Company.
(f) Eligibility for Listing or Trading. Not applicable.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
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(a) Transactions. The information set forth in the section entitled
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"SPECIAL FACTORS -- Background of the Merger" in the Proxy Statement is
incorporated herein by reference.
(b) Significant Corporate Events. The information set forth in the
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sections entitled "SPECIAL FACTORS -- Background of the Merger" and "--Purpose
of the Merger; Certain Effects of the Merger" in the Proxy Statement is
incorporated herein by reference.
(c) Negotiations or Contacts. The information set forth in the sections
------------------------
entitled "SPECIAL FACTORS -- Background of the Merger," "--The Buyers' Purpose
and Reasons for the Merger," and "--Interests in the Merger that Differ from
Your Interests" in the Proxy Statement is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The
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information set forth in the sections entitled "SUMMARY," "SPECIAL FACTORS --
Background of the Merger," "--Purpose of the Merger; Certain Effects of the
Merger," "--Interests in the Merger that Differ from Your Interests," "THE
MERGER AGREEMENT," "PREFERRED STOCK," "THE SECURITIES PURCHASE AGREEMENT," "THE
SHAREHOLDERS AGREEMENT," "THE NEW STOCKHOLDERS AGREEMENT," and "OTHER
AGREEMENTS" in the Proxy Statement is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
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(b) Use of Securities Acquired. The information set forth in the
--------------------------
section entitled "SUMMARY," "SPECIAL FACTORS -- Purpose of the Merger; Certain
Effects of the Merger," "--Plans for Pameco Following the Merger" in the Proxy
Statement is incorporated herein by reference.
(c) Plans. The information set forth in the sections entitled
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"SUMMARY," "SPECIAL FACTORS -- Plans for Pameco Following the Merger,"
"--Purpose of the Merger; Certain Effects of the Merger" and "--Interests in
the Merger that Differ from Your Interests" in the Proxy Statement is
incorporated herein by reference.
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Item 7. Purposes, Alternatives, Reasons and Effects in a Going-Private
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Transaction.
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(a) Purposes. The information set forth in the sections entitled
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"SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY,"
"SPECIAL FACTORS -- Background of the Merger," "--Purpose of the Merger; Certain
Effects of the Merger," "--Recommendations of the Special Committee and the
Board of Directors; Reasons for the Merger," "--The Buyers' Purpose and Reasons
for the Merger," and "--Opinion of Special Committee's Financial Advisor" in the
Proxy Statement is incorporated herein by reference.
(b) Alternatives. The information set forth in the sections entitled
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"SPECIAL FACTORS -- Background of the Merger," "--Purpose of the Merger; Certain
Effects of the Merger," "--Recommendations of the Special Committee and the
Board of Directors; Reasons for the Merger," "--The Buyers' Purpose and Reasons
for the Merger" and "--Opinion of Special Committee's Financial Advisor" in the
Proxy Statement is incorporated herein by reference.
(c) Reasons. The information set forth in the sections entitled
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"SPECIAL FACTORS -- Background of the Merger," "--Purpose of the Merger; Certain
Effects of the Merger," "--Recommendations of the Special Committee and the
Board of Directors; Reasons for the Merger," "--The Buyers' Purpose and Reasons
for the Merger" and "--Opinion of Special Committee's Financial Advisor" in
the Proxy Statement is incorporated herein by reference.
(d) Effects. The information set forth in the sections entitled
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"SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY,"
"SPECIAL FACTORS -- Purpose of the Merger; Certain Effects of the Merger,"
"--Recommendations of the Special Committee and the Board of Directors; Reasons
for the Merger," "--Interests in the Merger that Differ from Your Interests,"
"--Plans for Pameco Following the Merger," "--Certain Federal Income Tax
Consequences" and "THE MERGER AGREEMENT" in the Proxy Statement is incorporated
herein by reference.
Item 8. Fairness of the Going-Private Transaction.
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(a) Fairness. The information set forth in the sections entitled
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"SPECIAL FACTORS -- Background of the Merger," "--Purpose of the Merger; Certain
Effects of the Merger," "--The Buyers' Purpose and Reasons for the Merger" and
"--Recommendations of the Special Committee and the Board of Directors; Reasons
for the Merger" in the Proxy Statement is incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set
------------------------------------------
forth in the sections entitled "SPECIAL FACTORS -- Background of the Merger," "
- --The Buyers' Purpose and Reasons for the Merger," "--Recommendations of the
Special Committee and the Board of Directors; Reasons for the Mergers,"
"--Opinion of Special Committee's Financial Advisor" and "Appendix C -- McDonald
Investments Opinion" in the Proxy Statement is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the
----------------------------
sections entitled "SUMMARY TERM SHEET,""QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY," "INFORMATION CONCERNING THE SPECIAL MEETING -- Record Date; Quorum;
Outstanding Common Stock Entitled to Vote," and "--Voting Rights" in the Proxy
Statement is incorporated herein by reference.
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(d) Unaffiliated Representative. The information set forth in the
---------------------------
sections entitled "SPECIAL FACTORS -- Background of the Merger,"
"--Recommendations of the Special Committee and the Board of Directors; Reasons
for the Merger" and "--Interests in the Merger that Differ from Your Interests"
in the Proxy Statement is incorporated herein by reference.
(e) Approval of Directors. The information set forth in the sections
---------------------
entitled "SPECIAL FACTORS -- Background of the Merger" and "--Recommendations of
the Special Committee and the Board of Directors; Reasons for the Merger" in the
Proxy Statement is incorporated herein by reference.
(f) Other Offers. The information set forth in the sections entitled
------------
"SPECIAL FACTORS -- Background of the Merger," "--Recommendations of the Special
Committee and the Board of Directors; Reasons for the Merger," and "--Opinion of
Special Committee's Financial Advisor" in the Proxy Statement is incorporated
herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
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(a) Report, Opinion or Appraisal. The information set forth in the
----------------------------
sections entitled "SPECIAL FACTORS -- Opinion of Special Committee's Financial
Advisor" and "RECENT DEVELOPMENTS" in the Proxy Statement is incorporated herein
by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
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information set forth in the sections entitled "SPECIAL FACTORS -- Background of
the Merger," "--Opinion of Special Committee's Financial Advisor" and
"Appendix C -- McDonald Investments Opinion" in the Proxy Statement is
incorporated herein by reference.
(c) Availability of Documents. The information set forth in the
-------------------------
section entitled "Appendix C -- McDonald Investments Opinion" in the Proxy
Statement is incorporated herein by reference.
Item 10. Source and Amount of Funds or Other Consideration.
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(a) Source of Funds. The information set forth in the section entitled
---------------
"SPECIAL FACTORS -- Merger Financing; Source of Funds" is incorporated herein by
reference.
(b) Conditions. Not applicable.
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(c) Expenses. The information set forth in the section entitled
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"SPECIAL FACTORS -- Merger Financing; Source of Funds" in the Proxy Statement is
incorporated herein by reference.
(d) Borrowed Funds. Not applicable.
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Item 11. Interest in Securities of the Subject Company.
---------------------------------------------
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(a) Securities Ownership. The information set forth in the section
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entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the
Proxy Statement is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the section
-----------------------
entitled "COMMON STOCK PURCHASE INFORMATION" in the Proxy Statement is
incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
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(d) Intent to Tender or Vote in a Going-Private Transaction. The
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information set forth in the sections entitled "SUMMARY TERM SHEET," "QUESTIONS
AND ANSWERS ABOUT THE MERGER," "SUMMARY," "INFORMATION CONCERNING THE SPECIAL
MEETING," "SPECIAL FACTORS -- Background of the Merger," "--Purpose of the
Merger; Certain Effects of the Merger" "--Recommendations of the Special
Committee and the Board of Directors; Reasons for the Merger" and "THE NEW
STOCKHOLDERS AGREEMENT" in the Proxy Statement is incorporated herein by
reference.
(e) Recommendations of Others. The information set forth in the
-------------------------
sections entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY TERM
SHEET," "INFORMATION CONCERNING THE SPECIAL MEETING," and "SPECIAL FACTORS --
Recommendations of the Special Committee and the Board of Directors; Reasons for
the Merger" in the Proxy Statement is incorporated herein by reference.
Item 13. Financial Statements.
--------------------
(a) Financial Information. The information set forth in the sections
---------------------
entitled "SELECTED HISTORICAL FINANCIAL DATA OF PAMECO", "RECENT DEVELOPMENTS"
and "Appendix F --Quarterly Report on Form 10-Q for the quarter ended November
30, 2000," and "Appendix E -- Amended Annual Report on Form 10-K/A for the year
ended February 29, 2000" in the Proxy Statement is incorporated herein by
reference.
(b) Pro Forma Information. Not applicable.
---------------------
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
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(a) Solicitations or Recommendations. The information set forth in the
--------------------------------
section entitled "INFORMATION CONCERNING THE SPECIAL MEETING -- Solicitation of
Proxies" in the Proxy Statement is incorporated herein by reference.
(b) Employees and Corporate Assets. The information set forth in the
------------------------------
section entitled "INFORMATION CONCERNING THE SPECIAL MEETING -- Solicitation of
Proxies" in the Proxy Statement is incorporated herein by reference.
Item 15. Additional Information.
----------------------
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(b) Other Material Information. The information set forth in the
--------------------------
sections entitled "PREFERRED STOCK," "THE SECURITIES PURCHASE AGREEMENT," "THE
SHAREHOLDERS AGREEMENT," "THE NEW STOCKHOLDERS AGREEMENT" and "OTHER AGREEMENTS"
in the Proxy Statement is incorporated herein by reference.
Item 16. Exhibits.
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(a)(2) Preliminary proxy statement on Schedule 14A filed by Pameco
with the Securities and Exchange Commission on March 16, 2001 (incorporated
herein by reference to the Proxy Statement).
(c) Opinion of McDonald Investments, Inc. (incorporated herein by
reference to Appendix C of the Proxy Statement).
(d)(1) Agreement and Plan of Merger, dated as of March 6, 2001, by and
between Pameco Corporation and Pameco Acquisition, Inc. (incorporated herein by
reference to Appendix A of the Proxy Statement).
(d)(2) Certificate of Incorporation of Pameco Corporation, as amended
(incorporated herein by reference to Pameco's Report on Form 8-K dated December
6, 2000, File No. 001-12837).
(d)(3) Securities Purchase Agreement, dated as of February 18, 2000,
by and among Pameco Corporation, Littlejohn Fund II, L.P., and Quilvest American
Equity Ltd. (incorporated herein by reference to Pameco's Report on Form 8-K
dated February 18, 2000, File No. 001-12837).
(d)(4) Shareholders Agreement, dated as of February 18, 2000, by and
among Pameco Corporation, Littlejohn Fund II, L.P., Quilvest American Equity
Ltd. and Willem F.P. de Vogel (incorporated herein by reference to Pameco's
Report on Form 8-K dated February 18, 2000, File No. 001-12837).
(d)(5) Registration Rights Agreement, dated as of February 18, 2000,
by and among Pameco Corporation, Littlejohn Fund II, L.P., and Quilvest American
Equity Ltd. (incorporated herein by reference to Pameco's Report on Form 8-K
dated February 18, 2000, File No. 001-12837).
(d)(6) Stockholders Agreement, dated as of March 6, 2001, by and
among Pameco Acquisition, Inc., Littlejohn Fund II, L.P., and Quilvest American
Equity Ltd. (incorporated herein by reference to Appendix B of the Proxy
Statement).
(d)(7) Term Sheet, dated January 16, 2001, between Littlejohn Fund
II, L.P., and Quilvest American Equity Ltd.
(d)(8) Amendment No. 1 to Term Sheet, dated February 7, 2001, between
Littlejohn Fund II, L.P., and Quilvest American Equity Ltd.
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(d)(9) Amendment No. 2 to Term Sheet, dated February 21, 2001, between
Littlejohn Fund II, L.P., and Quilvest American Equity Ltd.
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix D of the Proxy Statement).
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SIGNATURES
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After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
PAMECO CORPORATION
By: /s/ Dixon R. Walker
----------------------------
Name: Dixon R. Walker
Title: President and CEO
PAMECO ACQUISITION, INC.
By: /s/ Angus C. Littlejohn, Jr.
----------------------------
Name: Angus C. Littlejohn, Jr.
Title: President
LITTLEJOHN FUND II, L.P.
By: Littlejohn Associates II, L.L.C.,
General Partner
By: /s/ Angus C. Littlejohn, Jr.
----------------------------
Name: Angus C. Littlejohn, Jr.
Title: Manager
LITTLEJOHN ASSOCIATES II, L.L.C.
By: /s/ Angus C. Littlejohn, Jr.
----------------------------
Name: Angus C. Littlejohn, Jr.
Title: Manager
/s/ Angus C. Littlejohn, Jr.
----------------------------
Angus C. Littlejohn, Jr.
QUILVEST AMERICAN EQUITY LTD.
By: /s/ Willem F. P. de Vogel
-------------------------
Name: Willem F. P. de Vogel
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Title: Attorney-in-Fact
Date: March 16, 2001
- -15-
SCHEDULE 1
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ENTITIES
Name, Business, Address and State of
Business Telephone Number Principal Business Organization Nature of Affiliation
- --------------------------- ------------------ ------------ ---------------------
Pameco Corporation Distributor of Delaware Issuer
651 Corporate Circle heating,
Golden, Colorado ventilation, and
(303) 568-1200 air conditioning
systems and
equipment and
refrigeration
products
Pameco Acquisition, Inc. Nonsubstantive Delaware Under common control
c/o Littlejohn & Co., L.L.C. transitory merger with the Issuer
115 East Putnam Avenue vehicle
Greenwich, Connecticut 06830
(203) 522-3500
Littlejohn Fund II, L.P. Private Delaware Owns 80% of Pameco
c/o Littlejohn & Co., L.L.C. investment Acquisition
115 East Putnam Avenue vehicle which
Greenwich, Connecticut 06830 invests in and
(203) 522-3500 acquires
businesses
Littlejohn Associates II, Private Delaware Littlejohn Fund II,
L.L.C. investment L.P.
c/o Littlejohn & Co., L.L.C. vehicle which
115 East Putnam Avenue invests in and
Greenwich, Connecticut 06830 acquires
(203) 522-3500 businesses
Littlejohn & Co., L.L.C. Private Delaware Provides investment
115 East Putnam Avenue investment and management services to
Greenwich, Connecticut 06830 vehicle which Littlejohn Fund II, L.P.
(203) 522-3500 invests in and
acquires businesses
- -16-
Name, Business, Address and State of
Business Telephone Number Principal Business Organization Nature of Affiliation
- --------------------------- ------------------ ------------ ---------------------
Quilvest American Equity Ltd. Private equity British Virgin Owns 20% of Pameco
Craigmuir Chambers investment company Islands Acquisition
P.O. Box 71
Road Town
Tortola
British Virgin Islands
[TELEPHONE]*
Quilvest Overseas Ltd. Private equity British Virgin Parent of Quilvest
Craigmuir Chambers investment company Islands American Equity Ltd.
P.O. Box 71
Road Town
Tortola
British Virgin Islands
[TELEPHONE]*
Quilvest S.A. Investment Luxembourg Parent of Quilvest
84 Grand-Rue holding company Overseas Ltd.
L-1660 Luxembourg
[TELEPHONE]*
* Information to be provided by amendment.
- -17-
SCHEDULE 2
----------
NATURAL PERSONS
Current Principal Prior Material
Occupation or Occupations,
Employment and Name Positions,
Name and Address and of and Principal Officers or Nature of
Occupation or Employment Citizenship Business of Employer Employment Affiliation
- ------------------------- ------------- -------------------- ---------- -------------
Angus C. Littlejohn, Jr. United States Chairman and Chief Partner at Director of the
115 East Putnam Avenue Executive Officer Joseph Issuer and
Greenwich, Connecticut 06830 of Littlejohn & Littlejohn & President,
Co., L.L.C. (8/96 Levy from 1988 Secretary,
to present) to August 1996 Treasurer and
Director of
Pameco Acquisition
Michael I. Klein United States President of Private Investor Director of the
115 East Putnam Avenue Littlejohn & Co., and Director of Issuer and Pameco
Greenwich, Connecticut 06830 L.L.C. (8/96 to S&S Industries, Acquisition
present) Inc. from 1995
to August 1996
Harry E. Weyher, III United States Executive Vice Chief Financial Director of the
115 East Putnam Avenue President of Officer of Issuer
Greenwich, Connecticut 06830 Littlejohn & Co., Gerald Metals,
L.L.C. (8/96 to Inc. from 1990
present) to August 1996
Edmund J. Feeley United States Managing Director President and Director of the
115 East Putnam Avenue of Littlejohn & Chief Operating Issuer and Pameco
Greenwich, Connecticut 06830 Co., L.L.C. (11/98 Officer of Fleer Acquisition
to present) Corporation from
March 1996 to
November 1998
Willem F. P. de Vogel The President of Three Same for past Director of the
650 Madison Avenue Netherlands Cities Research, five years Issuer and Pameco
- -18-
Current Principal Prior Material
Occupation or Occupations,
Employment and Name Positions,
Name and Address and of and Principal Officers or Nature of
Occupation or Employment Citizenship Business of Employer Employment Affiliation
- ------------------------- ------------- -------------------- ---------- -------------
New York, New York 10022 Inc. (1982 to * Acquisition
present)
Christian Baillet French Board Member of * Director and President of
243, Blvd St. Germain Quilvest S.A. Quilvest; Director and
F-75007 Paris Treasurer of Quilvest
France Overseas Ltd.; Director
of Quilvest S.A.
Kurt Sonderegger Swiss Chief Operation * Director of Quilvest and
Birkenstrasse 18 Officer of Societe Quilvest Overseas Ltd.
CH-8302, Kloten Internationale de
Switzerland Finance, Zurich
Carlo Hoffmann Luxembourg Secretary General * Secretary and Treasurer of
84, Grand-Rue of Quilvest S.A. Quilvest; Director and Secretary
L-1660 Luxembourg of Quilvest Overseas Ltd.
- -19-
Current Principal Prior Material
Occupation or Occupations,
Employment and Name Positions,
Name and Address and of and Principal Officers or Nature of
Occupation or Employment Citizenship Business of Employer Employment Affiliation
- ------------------------- ------------- -------------------- ---------- -------------
Julio Nunez Argentine Honorary President * Director and President of
69 Chester Square of Quilvest S.A. Quilvest Overseas Ltd.
London SW 1
England
Peter Bemberg French * * Director of Quilvest S.A.
Les Arcades du Lac,
Chemin de la Falaise, 29
1196 Gland, Switzerland
Charles de Montalembert French * * Director of Quilvest S.A.
82 Blvd. Arago
F-75013 Paris, France
Alvaro Sainz de Vicuna Spanish * * President of Quilvest S.A.
Calle Dr Fleming 3
8th Floor
Madrid 98036, Spain
Andre Elvinger Luxembourg * * Director of Quilvest S.A.
2, Place Winston Churchill
L-1340 Luxembourg
Louis James de Viel French * * Director of Quilvest S.A.
25 bis rue de Constantine
F-75007 Paris, France
- -20-
Current Principal Prior Material
Occupation or Occupations,
Employment and Name Positions,
Name and Address and of and Principal Officers or Nature of
Occupation or Employment Citizenship Business of Employer Employment Affiliation
- ------------------------- ------------- -------------------- ---------- -------------
N. Peter Ruys American Chief Executive * Director of Quilvest;
Utoquai 37 Officer of Societe Director of Quilvest
8008 Zurich Internationale de Overseas Ltd.
Switzerland Finance, Zurich
Jean-Louis Neuhaus Swiss Chief Accounting * Director of Quilvest;
Oberrenggstr, 28 Officer of Societe Director of Quilvest
8135 Langnau am Internationale de Overseas Ltd.
Albis ZH Finance, Zurich
Switzerland
Serge de Ganay French * * Director of Quilvest S.A.
75, rue de la Tour
F-75116 Paris
International * Director of Quilvest S.A.
Advisory Services
*
(Represented by:
Christian Baillet)
* Information to be provided by amendment.
- -21-
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
(a)(2) Preliminary proxy statement on Schedule 14A filed by Pameco
with the Securities and Exchange Commission on March 16,
2001 (incorporated herein by reference to the Proxy
Statement).
(c) Opinion of McDonald Investments, Inc. (incorporated herein
by reference to Appendix B of the Proxy Statement).
(d)(1) Agreement and Plan of Merger, dated as of March 6, 2001, by
and between Pameco Corporation and Pameco Acquisition, Inc.
(incorporated herein by reference to Appendix A of the Proxy
Statement).
(d)(2) Certificate of Incorporation of Pameco Corporation, as
amended (incorporated herein by reference to Pameco's Report
on Form 8-K dated December 6, 2000, File No. 001-12837).
(d)(3) Securities Purchase Agreement, dated as of February 18,
2000, by and among Pameco Corporation, Littlejohn Fund II,
L.P., and Quilvest American Equity Ltd. (incorporated herein
by reference to Pameco's Report on Form 8-K dated February
18, 2000, File No. 001-12837).
(d)(4) Shareholders Agreement, dated as of February 18, 2000, by
and among Pameco Corporation, Littlejohn Fund II, L.P.,
Quilvest American Equity Ltd. and Willem F.P. de Vogel
(incorporated herein by reference to Pameco's Report on Form
8-K dated February 18, 2000, File No. 001-12837).
(d)(5) Registration Rights Agreement, dated as of February 18,
2000, by and among Pameco Corporation, Littlejohn Fund II,
L.P., and Quilvest American Equity Ltd. (incorporated herein
by reference to Pameco's Report on Form 8-K dated February
18, 2000, File No. 001-12837).
(d)(6) Stockholders Agreement, dated as of March 6, 2001, by and
among Pameco Acquisition, Inc., Littlejohn Fund II, L.P.,
and Quilvest American Equity Ltd. (incorporated herein by
reference to Appendix B of the Proxy Statement).
- -22-
(d)(7) Term Sheet, dated January 16, 2001, between Littlejohn Fund
II, L.P., and Quilvest American Equity Ltd.
(d)(8) Amendment No. 1 to Term Sheet, dated February 7, 2001,
between Littlejohn Fund II, L.P., and Quilvest American
Equity Ltd.
(d)(9) Amendment No. 2 to Term Sheet, dated February 21, 2001,
between Littlejohn Fund II, L.P., and Quilvest American
Equity Ltd.
(f) Section 262 of the Delaware General Corporation Law
(incorporated herein by reference to Appendix D of the Proxy
Statement).
- -23-