-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KLtdQ7T/5jsPVvhiALei3I3LMsOyFC4OjeB43IrKGzc18760zdntrdNSLEvBhR2P 1RAPDVAp56zXkCZShFPFlg== 0000910195-97-000365.txt : 19971216 0000910195-97-000365.hdr.sgml : 19971216 ACCESSION NUMBER: 0000910195-97-000365 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971212 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL DISTRIBUTION GROUP INC CENTRAL INDEX KEY: 0001042351 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 58229339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52071 FILM NUMBER: 97737618 BUSINESS ADDRESS: STREET 1: 2500 ROYAL PLACE CITY: TUCKER STATE: GA ZIP: 30084 BUSINESS PHONE: 7702439000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEARER ANDREW B CENTRAL INDEX KEY: 0001051033 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20 N PENN STREET CITY: YORK STATE: PA ZIP: 17401 BUSINESS PHONE: 7178549531 MAIL ADDRESS: STREET 1: 20 N PENN STREET CITY: TORK STATE: PA ZIP: 17401 SC 13D 1 FORM 13D FOR MR. SHEARER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INDUSTRIAL DISTRIBUTION GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 45061100 -------------- (CUSIP Number) Andrew B. Shearer 20 N. Penn Street York, PA 17401 (717) 854-9531 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1997 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box. / / Page 1 of 5 SCHEDULE 13D CUSIP NO. 45061100 1 NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Andrew B. Shearer _________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / _________________________________________________________________ 3. SEC USE ONLY _________________________________________________________________ 4. SOURCE OF FUNDS* OO _________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / _________________________________________________________________ 6. CITIZENSHIP United States of America _________________________________________________________________ NUMBER OF 7. SOLE VOTING POWER SHARES 514,889 Shares (7.1%) BENEFICIALLY --------------------- OWNED BY EACH ____________________________________________________ REPORTING PERSON WITH 8. SHARED VOTING POWER 0 ____________________________________________________ 9. SOLE DISPOSITIVE POWER 514,889 Shares (7.1%) ____________________________________________________ 10. SHARED DISPOSITIVE POWER 0 Page 2 of 5 ____________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 514,889 shares ____________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / ____________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% ____________________________________________________________ 14. TYPE OF REPORTING PERSON IN ____________________________________________________________ Page 3 of 5 ITEM 1. SECURITY AND ISSUER. This statement (this "Statement") relates to the Common Stock par value $.01 per share (the "Securities") of Industrial Distribution Group, Inc. (the "Issuer"), with principal executive offices located at 2500 Royal Place, Tucker, GA 30084. ITEM 2. IDENTIFY AND BACKGROUND. (a) Name: Andrew B. Shearer. (b) Business address: 20 N. Penn Street York, PA 17401 (c) Present occupation or employment and business address: President Shearer Industrial Supply Co. 20 N. Penn Street York, PA 17401 (d) Criminal proceedings: none. (e) Securities related civil proceedings: none. (f) Citizenship: United States of America ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Securities were acquired pursuant to a merger (the "Merger") of a subsidiary of the Issuer with and into Shearer Industrial Supply Co. ("Shearer"). In the Merger, the reporting person received 514,889 shares (the "Acquired Shares") of the Issuer in exchange for all of the outstanding capital stock of Shearer. ITEM 4. PURPOSE OF THE TRANSACTION. The acquisition of the Acquired Shares was pursuant to the Merger whereby Shearer merged with a subsidiary of the Issuer and became a wholly-owned subsidiary of the Issuer. The Merger was part of a larger transaction (the "Combination") in which the Issuer acquired nine corporations through mergers or stock exchanges, including the acquisition of Shearer. Page 4 of 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The 514,889 Acquired Shares represent 7.1% of the currently outstanding Securities of the Issuer and are all of the shares owned by the Reporting Person. (b) The Reporting Person has sole power to vote and dispose of the Acquired Shares. (c) No transactions have been effectuated during the past 60 days by the Reporting Person involving the Securities. The Merger was effective September 29, 1997. (d) None. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person agreed not to offer, pledge, sell, contract to sell, or otherwise dispose of,directly or indirectly, any Securities, for a period of 180 days after September 23, 1997, without the prior written consent of Merrill Lynch & Co. In addition, as a condition to the Combination, the Reporting Person agreed not to sell, directly or indirectly, or otherwise dispose of the Acquired Shares for a period of two years after the Combination. The Reporting Person has deposited 128,722 of the Acquired Shares in an escrow account (the "Escrow Account") for the purpose of securing a certain guarantee of any receivables of the books and records of Shearer as of March 31, 1997 and certain indemnification obligations of the Reporting Person to the Issuer under the acquisition agreement with Shearer, subject to setoff of any indemnification obligations that the Issuer may have thereunder. A portion of the escrowed shares will be distributed from the Escrow Account one year after the closing of the Combination, and the balance after two years unless required to be distributed earlier to the Issuer in respect of its establishment of indemnification claims prior to such times. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 5 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: December 1, 1997 /s/ Andrew B. Shearer Andrew B. Shearer -----END PRIVACY-ENHANCED MESSAGE-----