-----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, Fi44quk+w7hMWQkry9O/YOGsZPuPk7aOgGRuu99vHs7NbNZZntY6PW+vdxIlMbMW w+CVlAPlM07MOlTZe1FKlg== 0000950129-00-001214.txt : 20000317 0000950129-00-001214.hdr.sgml : 20000317 ACCESSION NUMBER: 0000950129-00-001214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000301 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PLUMBING & MECHANICAL INC CENTRAL INDEX KEY: 0001072258 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 760577628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-81139 FILM NUMBER: 571473 BUSINESS ADDRESS: STREET 1: 1502 AUGUSTA SUITE 425 STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132437350 MAIL ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77027 8-K 1 AMERICAN PLUMBING & MECHANICAL, INC. 1 =============================================================================== UNITED STATES 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): March 1, 2000 AMERICAN PLUMBING & MECHANICAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-81139 76-0577626 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 1905 Louis Henna Blvd. Round Rock, Texas 78664 (Address of principal executive offices) (Zip Code) (512) 246-5200 (Registrant's telephone number, including area code) ----------------------------- =============================================================================== 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On March 1, 2000, American Plumbing & Mechanical, Inc. (the "Company") consummated the acquisition of all of the issued and outstanding capital stock and membership interest of Lindy Dennis Industries, Inc. and its related affiliates (collectively, "LDI"). LDI, headquartered in Corona, California with satellite offices in Northern California and Las Vegas, operates primarily as a heating, ventilation and air conditioning contractor specializing in multifamily construction. The consideration paid by the Company for LDI was determined through negotiations between representatives of the Company and LDI and consisted of an aggregate of 1,346,154 shares of common stock of the Company and approximately $12 million in cash. The cash portion of the consideration paid for LDI was funded through borrowings under the Company's existing $95 million line of credit facility. The Company intends to continue using the assets of LDI in the heating, ventilation and air conditioning contracting business. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A-B) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED AND PRO FORMA FINANCIAL INFORMATION The financial statements and pro forma financial information required pursuant to this Item 7 with respect to the acquisition as described in Item 2 above will be filed by amendment hereto within the time period required by Item 7 of Form 8-K. -2- 3 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. AMERICAN PLUMBING & MECHANICAL, INC. By: /s/ David C. Baggett ------------------------- David C. Baggett Senior Vice President and Chief Financial Officer Date: March 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----