KRG Capital Partners LLC, et al. – ‘SC 13G/A’ on 3/10/99 re: White Cap Industries Inc

As of:  Wednesday, 3/10/99   ·   Accession #:  950123-99-2036   ·   File #:  5-51973

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment No. 3 to Schedule 13G                        8     24K 

Document Table of Contents

SC 13G/A
1st Page of 8
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934
(Amendment No. 3)1

White Cap Holdings, Inc.  
(Name of Issuer)

Common Stock, par value $0.01 per share 
(Title of Class of Securities)

963505 10 2 
(CUSIP Number)

1 The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

 Page 1 of 8

SC 13G/A
2nd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 2nd

CUSIP No. 963505 10 2                          Page     2     of     8    Pages 

1 NAME OF REPORTING PERSON                                              
KRG CAPITAL PARTNERS, LLC                               
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  84-1377547

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                     
                                                                         (a) / /
                                                                         (b) /X/

3  SEC USE ONLY                                                         

4 CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Colorado                                                

NUMBER OF           5    SOLE VOTING POWER        944,994   
SHARES                                                      
BENEFICIALLY         6    SHARED VOTING POWER      None       
OWNED BY                                                  
EACH             7    SOLE DISPOSITIVE POWER   None   
REPORTING                                                   
PERSON         SHARED DISPOSITIVE POWER         None    
WITH                                                  

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
944,994                                                 

  10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                      
8.8%                                                    

12 TYPE OF REPORTING PERSON*                                              
PN                                                      

* SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13G/A
3rd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 3rd

CUSIP No. 963505 10 2                          Page     3     of     8    Pages 

1  NAME OF REPORTING PERSON                                               
MEMBERS OF KRG CAPITAL INVESTMENTS II, LLC              
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:      

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       
                                                                         (a) / /
                                                                         (b) /X/

3  SEC USE ONLY                                                           

4 CITIZENSHIP OR PLACE OF ORGANIZATION                                    
United States                                           

NUMBER OF           5    SOLE VOTING POWER                  
SHARES                            None                    
BENEFICIALLY         6    SHARED VOTING POWER                 
OWNED BY                           None                     
EACH             7    SOLE DISPOSITIVE POWER          
REPORTING                          944,994                  
PERSON            8    SHARED DISPOSITIVE POWER         
WITH                            None                  

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
944,994                                                 

  10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                      
8.8%                                                    

12 TYPE OF REPORTING PERSON*                                              
IN                                                      

* SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13G/A
4th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 4th

SCHEDULE 13G

ITEM 1(a).    NAME OF ISSUER:                                                   

White Cap Industries, Inc.                          

ITEM 1(b).    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:                  

3120 Airway Avenue                                  
Costa Mesa, California  92626                       

ITEM 2(a).    NAME OF PERSON FILING:                                            

                 This Schedule 13G is being jointly filed by each of the
            following persons pursuant to Rule 13d-(1)(f) promulgated by the
            Securities and Exchange Commission pursuant to Section 13 of the
            Securities Exchange Act of 1934, as amended (the "Act"): (i) KRG
     Capital Partners, LLC ("KRG Capital"), a Colorado limited
         liability company, by virtue of its voting control of 944,994
         shares of common stock, par value $.01 per share (the "Common
        Stock"), of White Cap Industries, Inc. (the "Company"); (ii)
              certain members (the "Members") of KRG Capital Investments II, LLC
          ("KRG II"), a Colorado limited liability company, by virtue of
             their beneficial ownership of 944,994 shares of Common Stock. KRG
            Capital and the Members are hereinafter collectively referred to
          as the "Reporting Persons." The Reporting Persons have entered
          into a Joint Filing Agreement, dated March 10, 1999, a copy of
           which is filed with this Schedule 13G as Exhibit A, pursuant to
          which the Reporting Persons have agreed to file this statement
         jointly in accordance with the provisions of Rule 13d-1(f)(1)
under the Act.                                      

                     The Reporting Persons may be deemed to constitute a "group"
              for purposes of Section 13(d)(3) of the Act. The Reporting Persons
            expressly disclaim that they have agreed to act as a group other
than as described in this Schedule 13G.             

ITEM 2(b).    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:      

                     The address of the principal business office of each of the
   Reporting Persons is c/o KRG Capital Partners, LLC, 370
Seventeenth Street, Suite 2300, Denver, Colorado    
80208.                                              

ITEM 2(c).    CITIZENSHIP:                                                      

                    KRG Capital is a limited liability company organized under
              the laws of the State of Colorado; the Members are citizens of the
          United States and trusts established under the laws of various
states.                                             

ITEM 2(d).    TITLE OF CLASS OF SECURITIES:                                     

Common Stock, par value $.01 per share.             

ITEM 2(e).    CUSIP NO.:                                                        

963505 10 2                                         

 Page 4 of 8

SC 13G/A
5th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 5th

ITEM 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b) OR 13D-2(b),
CHECK WHETHER THE PERSON FILING IS A:               

Not Applicable.                                     

ITEM 4.       OWNERSHIP:                                                        

             (a)-(c). Each Reporting Person named in response to Item 2 hereof
          has sole power to vote or to direct the vote and sole power to
       dispose or to direct the disposition of the Common Stock as
follows:                                            

                   KRG Capital. Pursuant to an agreement with all members of
         KRG II, KRG Capital previously had the sole right to vote the
       1,047,962 shares of Common Stock held by such members. Such
          agreement was amended and restated effective March 10, 1999 to
              release certain members of KRG II, who beneficially owns less than
             1% of the Common Stock outstanding, from the voting agreement. As
           a result of such amendment and other sale transactions, KRG now
              has the sole right to vote the 944,994 shares of Common Stock held
          by the Members. The filing of this Schedule 13G by KRG Capital
             shall not be considered an admission that KRG Capital is, for the
             purpose of Section 13(g) of the Act, the beneficial owner of such
shares held by the Members.                         

                   Members of KRG II. Each of the Members has the sole right
            to dispose or direct the disposition of the number of shares set
           forth opposite such Member's name on Schedule A hereto. Each of
           the Members disclaims beneficial ownership of all the shares of
           Common Stock held by other Members, other than immediate family
members or family trusts.                           

ITEM 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:                     

Not Applicable.                                     

ITEM 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:  

See Response to Item 4.                             

ITEM 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not Applicable.                                     

ITEM 8.       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:        

Not Applicable.                                     

ITEM 9.       NOTICE OF DISSOLUTION OF GROUP:                                   

Not Applicable.                                     

ITEM 10.      CERTIFICATION:                                                    

Not Applicable.                                     

 Page 5 of 8

SC 13G/A
6th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 6th

 SIGNATURE

       After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is     
true, complete and correct.                                                     

Date: MARCH 10, 1999                                                            

                                     KRG CAPITAL PARTNERS, LLC
                                               (FOR ITSELF AND FOR THE MEMBERS
                                              PURSUANT TO POWER OF ATTORNEY)

                                   By:    /s/ Bruce Rogers
                                                     ---------------------------
                                      Bruce Rogers
                                           Managing Director

 Page 6 of 8

SC 13G/A
7th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 7th

                                                                       EXHIBIT A

 AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
 ---------------------

The undersigned hereby agree as follows:                                        

      (i) Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and                                                                    

         (ii) Each of them is responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy of the    
information concerning such person contained therein; but none of them is       
responsible for the completeness or accuracy of the information concerning the  
other persons making the filing, unless such person knows or has reason to      
believe that such information is inaccurate.                                    

Date: MARCH 10, 1999                                                            

                       KRG CAPITAL PARTNERS, LLC
                                     (FOR ITSELF AND FOR THE MEMBERS
                                    PURSUANT TO POWER OF ATTORNEY)

                    By: /s/ Bruce Rogers
                                            ------------------------------------
                    Bruce Rogers
                         Managing Director

 Page 7 of 8

SC 13G/A
Last Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 8th

SCHEDULE A

                                                                [Download Table]

                                                                             BALANCE
SH TAX ID NUMBER         NAME                                                 HELD  
----------------         ----                                                 ----  
                                                                                    
###-##-####              Brenda K. King                                       64,346
###-##-####              Mark M. King                                        202,517
###-##-####              MBK Children's Trust                                 23,360
###-##-####/###-##-####  Bruce L. Rogers and Sally K. Rogers, Ten in Common  210,303
###-##-####              Andrew J. Gwirtsman                                  13,230
84-1363522               Capital Resources Growth, Inc.                      208,800
###-##-####/###-##-####  Charles R. Gwirtsman and Nancy J. Reichman           93,707
###-##-####              Daniel L. Gwirtsman                                  13,230
###-##-####              Nancy J. Reichman                                    45,901
###-##-####              Rogers Family Trust                                  26,100
###-##-####              Sally K. Rogers Trust                                43,500
                                                                             -------
                                 TOTAL                                       944,994

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/10/99		4		7			4
									List all Filings