-----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, Wy65S4O1MRKOEjMOcao9cIYJRqDWLyszCGCR1eGWOTYLXNyCrYO9+hKhEvhJky8a OGDGTUvqEvlAroT4SWmGkg== 0000910484-98-000086.txt : 19980612 0000910484-98-000086.hdr.sgml : 19980612 ACCESSION NUMBER: 0000910484-98-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980526 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980611 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTACON INC CENTRAL INDEX KEY: 0001050504 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 760531585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13931 FILM NUMBER: 98646671 BUSINESS ADDRESS: STREET 1: 9821 KATY FRWY STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134647770 MAIL ADDRESS: STREET 1: 9821 KATY FRWY STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77024 8-K 1 PENTACON, INC. FORM 8-K ================================================================================ Securities and Exchange Commission Washington, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 ---------------------------- Date of Earliest Event Reported: May 26, 1998 PENTACON, INC. (Exact name of Registrant as specified in its charter) Delaware 001-13931 76-0531585 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.)
9821 Katy Freeway, Suite 500 Houston, Texas 77024 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 464-7770 ================================================================================ ITEM 5. OTHER EVENTS On May 26, 1998, Pentacon, Inc. (the "Company") issued a press release announcing that (i) it had signed letters of intent to acquire two fastener distribution companies and (ii) it had closed on the acquisition of Pace Products, Inc. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents of such Exhibit are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release, dated May 26, 1998. -2- SIGNATURE 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 thereunto duly authorized. PENTACON, INC. By: /s/ Bruce M. Taten -------------------------------- Bruce M. Taten Senior Vice President and General Counsel Date: June 9, 1998 -3- EX-99.1 2 EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- FOR: Pentacon, Inc. CONTACT: Brian Fontana Senior Vice President & CFO (713) 463-8854 FOR IMMEDIATE RELEASE PENTACON, INC. ANNOUNCES TRANSACTIONS TO ACQUIRE $44 MILLION IN ANNUALIZED REVENUE Houston, Texas, May 26, 1998 - Pentacon, Inc. (NYSE: JIT), a leading distributor of fasteners and other small parts and provider of related inventory management services today announced that it had signed letters of intent to acquire two fastener distribution companies with combined annualized revenues of approximately $37 million. These acquisitions are subject to customary due diligence and regulatory approval and are expected to close before the end of July. In addition, the Company announced that it had closed on the acquisition of Pace Products, Inc., a company with $7 million in annualized revenues. In total, these three acquisitions have annualized revenues of $44 million. Mark E. Baldwin, Chairman and Chief Executive Officer, commented, "We are excited about the first acquisitions since our initial public offering was completed in early March of this year. These acquisitions are consistent with our plan to build upon our core business with strategic acquisitions. "Each of these transactions will be immediately accretive to earnings and we remain encouraged with the pace of our acquisition program for the balance of the year" added Baldwin. This news release contains forward-looking statements that are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Among the key factors that could cause actual results to differ materially from expectations, estimates of costs or projected or anticipated changes to cost estimates relating to entering new markets or expanding in existing markets, changes in economic and industry conditions and changes in regulatory requirements. These and other risks and assumptions are described in the Company's reports that are available from the United States Securities and Exchange Commission. Headquartered in Houston, Texas, Pentacon is a leading distributor of fasteners and other small parts and provider of related inventory management services. The Company presently has 27 distribution facilities located in 14 states. -----END PRIVACY-ENHANCED MESSAGE-----