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
(Amendment No. 3--Final Amendment)
PAMECO CORPORATION
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(Name of the Issuer)
PAMECO CORPORATION
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: [_]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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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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This Amendment No.3 (this "Final Amendment") is being filed as the Final
Amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3 first filed
on March 16, 2001, as amended (the "Schedule 13E-3") and 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 Final Amendment are Pameco, 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"). Pameco
Acquisition, which was a party to the Merger Agreement, is not a filing party of
this Final Amendment because it was merged into the Company as a result of the
Merger Agreement. All information set forth below should be read in conjunction
with the information contained or incorporated by reference in the Schedule
13E-3.
On May 29, 2001, the Company's stockholders approved and adopted the Merger
Agreement and the transactions contemplated by the Merger Agreement, pursuant to
which Pameco Acquisition was merged (the "Merger") into the Company.
On May 29, 2001, the Merger became effective when the Company filed a
certificate of merger with the Secretary of State of the State of Delaware.
In the Merger, (a) each outstanding share of common stock, par value $0.01
per share (the "Common Stock"), of the Company was cancelled and converted into
the right to receive $0.45 in cash (except for (i) any shares held by a holder
who had 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 and (iv) any shares held by any
subsidiary of the Company, which shares in the cases of (ii) - (iv) were
canceled and retired); (b) each outstanding share of common stock, par value
$0.01 per share, of Pameco Acquisition ("Pameco Acquisition Common Stock") was
cancelled and 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"), remains outstanding and was not exchanged, cancelled or
modified in the Merger.
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On May 29, 2001, the Company issued a press release announcing the
consummation of the Merger.
The safe harbor provided by Section 21E of the Securities and Exchange Act
of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 is
not available for any "forward-looking statements" made in connection with the
Merger.
On May 29, 2001, the Comapny filed a certification on Form 15 pursuant to
Rules 12g-4 and 12h-3 promulgated under the Exchange Act, to provide notice of
termination of registration of the Common Stock and the associated preferred
share purchase rights, and to immediately suspend all reporting requirements
under Sections 13 and 15(d) of the Exchange Act.
Item 16. Exhibits
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(a)(5) Press Release of Pameco Corporation, dated May 29, 2001 (incorporated
herein by reference to Pameco's Report on Form 8-K dated May 29, 2001).
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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
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Name: Dixon R. Walker
Title: President and Chief Executive
Officer
LITTLEJOHN FUND II, L.P.
By: Littlejohn Associates II, L.L.C.,
General Partner
By: /s/ Angus C. Littlejohn, Jr.
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Name: Angus C. Littlejohn, Jr.
Title: Manager
LITTLEJOHN ASSOCIATES II, L.L.C.
By: /s/ Angus C. Littlejohn, Jr.
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Name: Angus C. Littlejohn, Jr.
Title: Manager
/s/ Angus C. Littlejohn, Jr.
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Angus C. Littlejohn, Jr.
QUILVEST AMERICAN EQUITY LTD.
By: /s/ Willem F. P. de Vogel
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Name: Willem F. P. de Vogel
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Title: Attorney-in-Fact
Date: May 29, 2001
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EXHIBIT INDEX
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Exhibit Number Description
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(a) (5) Press Release of Pameco Corporation, dated May 29, 2001
(incorporated herein by reference to Pameco's Report on
Form 8-K dated May 29, 2001).