Littlejohn Fund II LP, et al. – ‘SC 13D/A’ on 3/7/01 re: Pameco Corp

On:  Wednesday, 3/7/01, at 4:59pm ET   ·   Accession #:  1036050-1-374   ·   File #:  5-51675

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 6 to Schedule 13D/A                     13     60K 
 2: EX-1        Agreement and Plan of Merger                          25     91K 
 3: EX-2        Stockholders Agreement                                29    102K 

SC 13D/A   —   Amendment No. 6 to Schedule 13D/A
Document Table of Contents

SC 13D/A
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

SCHEDULE 13D/A  
(Amendment No. 6) 

Under the Securities Exchange Act of 1934 

PAMECO CORPORATION  
------------------  
(Name of Issuer)  

COMMON STOCK, PAR VALUE $0.01 PER SHARE 
--------------------------------------- 
(Title of Class of Securities)  

697934305 
--------- 
(CUSIP Number)  

Angus C. Littlejohn, Jr.  
Littlejohn & Co., LLC 
115 East Putnam Avenue  
Greenwich, Connecticut 06830  
(203) 552-3500  
--------------  
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications) 

March 6, 2001 
------------- 
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D/A, and is filing this 
schedule because of Rule 13D/A-1(b)(3) or (4), check the following box [_]      

Check the following box if a fee is being paid with the statement. [_] (A fee is
not required only if the reporting person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13D/A-7.)                                                             

The information required on 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).                                                                         

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SCHEDULE 13D  

-------------------                               -------------------           
CUSIP No. 697934305                               Page __ of __ Pages           
-------------------                               -------------------           

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        

Littlejohn Fund II, L.P.                                            
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    
2                                                              (a) [X]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS                                                     
4                                                                             
WC                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
   TO ITEM 2(d) or 2(e)                                                [_]
5                                                                             
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6                                                                             
Delaware, United States                                             
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF                                                             
16,633,780                  
    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       

OWNED BY             6,140,378                                        
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING                                                               
16,633,780                  
    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
7,073,711                   
------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11                                                                              
23,707,491                                                          
------------------------------------------------------------------------------  
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12                                                                        [_]   

------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*                 
13                                                                              
100%                                                                
------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON                                            
14                                                                              
PN                                                                  
------------------------------------------------------------------------------  

 *Percentage based on a total outstanding of 23,707,491 shares of Common
Stock, consisting of (i) 3,100,178 shares of Common Stock, (ii) 140,000 shares  
of Series A Preferred Stock, as converted into 4,666,666 shares of Common Stock,
(iii) 62,500 shares of Series B Preferred Stock, as converted into 3,698,223    
shares of Common Stock, (iv) 62,500 shares of Series C Preferred Stock, as      
converted into 7,575,758 shares of Common Stock, and (v) warrants to purchase   

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140,000 shares of Series A Preferred Stock, as exercised and converted into     
4,666,666 shares of Common Stock.                                               

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SCHEDULE 13D                                                                    

-------------------                               -------------------           
CUSIP No. 697934305                               Page __ of __ Pages           
-------------------                               -------------------           

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        

Littlejohn Associates II, LLC                                       
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    
2                                                              (a) [X]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS                                                     
4                                                                             
AF                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
   TO ITEM 2(d) or 2(e)                                                [_]
5                                                                             
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6                                                                             
Delaware, United States                                             
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF                                                             
16,633,780                  
    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       

OWNED BY             6,140,378                                        
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING                                                               
16,633,780                  
    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
7,073,711                   
------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11                                                                              
23,707,491                                                          
------------------------------------------------------------------------------  
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12                                                                        [_]   

------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*                 
13                                                                              
100%                                                                
------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON                                            
14                                                                              
OO                                                                  
------------------------------------------------------------------------------  

 *Percentage based on a total outstanding of 23,707,491 shares of Common
Stock, consisting of (i) 3,100,178 shares of Common Stock, (ii) 140,000 shares  
of Series A Preferred Stock, as converted into 4,666,666 shares of Common Stock,
(iii) 62,500 shares of Series B Preferred Stock, as converted into 3,698,223    
shares of Common Stock, (iv) 62,500 shares of Series C Preferred Stock, as      
converted into 7,575,758 shares of Common Stock, and (v) warrants to purchase   
140,000 shares of Series A Preferred Stock, as exercised and converted into     
4,666,666 shares of Common Stock.                                               

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SCHEDULE 13D                                                                    

-------------------                               -------------------           
CUSIP No. 697934305                               Page __ of __ Pages           
-------------------                               -------------------           

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        

Angus C. Littlejohn, Jr.                                            
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    
2                                                              (a) [X]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS                                                     
4                                                                             
AF                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
   TO ITEM 2(d) or 2(e)                                                [_]
5                                                                             
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6                                                                             
United States                                                       
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF                                                             
16,633,780                  
    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       

OWNED BY             6,140,378                                        
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING                                                               
16,633,780                  
    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
7,073,711                   
------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11                                                                              
23,707,491                                                          
------------------------------------------------------------------------------  
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12                                                                        [_]   

------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*                 
13                                                                              
100%                                                                
------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON                                            
14                                                                              
IN                                                                  
------------------------------------------------------------------------------  

 *Percentage based on a total outstanding of 23,707,491 shares of Common
Stock, consisting of (i) 3,100,178 shares of Common Stock, (ii) 140,000 shares  
of Series A Preferred Stock, as converted into 4,666,666 shares of Common Stock,
(iii) 62,500 shares of Series B Preferred Stock, as converted into 3,698,223    
shares of Common Stock, (iv) 62,500 shares of Series C Preferred Stock, as      
converted into 7,575,758 shares of Common Stock, and (v) warrants to purchase   
140,000 shares of Series A Preferred Stock, as exercised and converted into     
4,666,666 shares of Common Stock.                                               

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SCHEDULE 13D                                                                    

-------------------                               -------------------           
CUSIP No. 697934305                               Page __ of __ Pages           
-------------------                               -------------------           

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        

Quilvest American Equity Ltd.                                       
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    
2                                                              (a) [X]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS                                                     
4                                                                             
WC                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
   TO ITEM 2(d) or 2(e)                                                [_]
5                                                                             
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6                                                                             
British Virgin Islands                                              
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF                                                             
-0-                         
    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       

OWNED BY             6,140,378                                        
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING                                                               
-0-                         
    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
7,073,711                   
------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11                                                                              
7,073,711                                                           
------------------------------------------------------------------------------  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   
12                                                                        [_]   

------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*                 
13                                                                              
100%                                                                
------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON                                            
14                                                                              
CO                                                                  
------------------------------------------------------------------------------  

*Percentage based on a total outstanding of 7,073,711 shares of Common Stock,   
consisting of (i) 3,100,178 shares of Common Stock, (ii) 28,000 shares of Series
A Preferred Stock, as converted into 933,333 shares of Common Stock, (iii)      
10,000 shares of Series B Preferred Stock, as converted into 591,715 shares of  
Common Stock, (iv) 12,500 shares of Series C Preferred Stock, as converted into 
1,515,152 shares of Common Stock, and (v) warrants to purchase 28,000 shares of 
Series A Preferred Stock, as exercised and converted into 933,333 shares of     
Common Stock.                                                                   

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SCHEDULE 13D                                                                    

-------------------                               -------------------           
CUSIP No. 697934305                               Page __ of __ Pages           
-------------------                               -------------------           

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                        

Pameco Acquisition, Inc.                                            
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    
2                                                              (a) [X]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS                                                     
4                                                                             
WC                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
   TO ITEM 2(d) or 2(e)                                                [_]
5                                                                             
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6                                                                             
Delaware                                                            
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF                                                             
-0-                         
    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       

OWNED BY             3,100,178                                        
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING                                                               
-0-                         
    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
3,100,178                   
------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11                                                                              
3,100,178                                                           
------------------------------------------------------------------------------  
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12                                                                        [_]   

------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*                 
13                                                                              
100%                                                                
------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON                                            
14                                                                              
CO                                                                  
------------------------------------------------------------------------------  

*Percentage based on a total outstanding of 3,100,178 shares of Common Stock to 
be acquired pursuant to an Agreement and Plan of Merger, dated March 6, 2001, by
and between Pameco Acquisition, Inc. and Pameco Corporation.                    

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This Statement on Schedule 13D/A (this "Statement"), which is being filed       
jointly by the Reporting Persons and Pameco Acquisition, Inc., a Delaware       
corporation ("Merger Sub," hereinafter also referred to as a "Reporting         
Person"), also constitutes Amendment No. 10 to the Statement on Schedule 13D, as
amended, previously filed by Quilvest American Equity Ltd. ("Quilvest") with    
respect to shares of Class A Common Stock, par value $.01 per share ("Class A   
Common Stock"), of Pameco Corporation, a Georgia corporation. The Class A Common
Stock is currently denominated as Common Stock, par value $.01 per share (the   
"Common Stock"), of Pameco Corporation, a Delaware corporation (the "Company"). 
This Statement amends the previously filed Statement on Schedule 13D filed by   
the Reporting Persons, other than Merger Sub, for which this Statement          
constitutes the initial filing. Information in this Statement with respect to   
Quilvest or its affiliates has been provided by Quilvest. Information in this   
Statement with respect to the other Reporting Persons has been provided by such 
other Reporting Persons.                                                        

ITEM 2.   IDENTITY AND BACKGROUND.                                              

(a)  This Statement constitutes the initial filing for Merger Sub as a
Reporting Person. Merger Sub is a Delaware corporation, the sole business       
purpose of which is to engage in the transactions contemplated by the Merger    
Agreement (as defined below). Merger Sub is owned by Littlejohn Fund II, L.P.   
("Littlejohn") and Quilvest. The names of the directors and executive officers  
of Merger Sub are set forth on Schedule 5 hereto, which is incorporated herein  
by reference. No person controls or shares in the control of Merger Sub who is  
not a member of its board.                                                      

   (b)  The address of the principal office of Merger Sub is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.                                           

    (c)  The present principal occupation of each individual set forth in Item
2(a) is set forth on Schedules 1, 2, 3, 4 and 5.                                

  (d)  Neither Merger Sub, nor any of its directors or executive officers,
has been convicted during the last five years in a criminal proceeding          
(excluding traffic violations or similar misdemeanors).                         

  (e)  Neither Merger Sub, nor any of its directors or executive officers,
has been a party to a civil proceeding of a judicial or administrative body of  
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, federal or state securities laws or finding 
any violation with respect to such laws.                                        

     (f)  The citizenship of each individual set forth in Item 2(a) is set forth
on Schedules 1, 2, 3, 4 and 5.                                                  

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

          On March 6, 2001, the Company and Merger Sub entered into an Agreement
and Plan of Merger (the "Merger Agreement") providing for the merger (the       
"Merger") of Merger Sub with and into the Company. Littlejohn and Quilvest      
(collectively, the "Buyers") have joined the Merger Agreement for the sole      
purpose of contributing to Merger Sub the funds needed to pay the Merger        
Consideration (as defined below). Pursuant to the Merger Agreement, each share  
of Common Stock of the Company outstanding immediately prior to the effective   
time of the Merger (other than (i) shares held in the Company's treasury, by    
Merger Sub or by a subsidiary of the Company, all of which will be canceled, and
(ii) shares held by stockholders who have exercised their statutory right under 
the laws of the state of Delaware to have such shares appraised and be paid the 
fair value therefor ("Dissenting Shares")), will be converted into the right to 
receive $0.45 in cash, without any interest thereon (such cash paid for the     
shares of Common Stock is hereinafter referred to as the "Merger                
Consideration"), and each share of common stock of Merger Sub that is issued and
outstanding immediately prior to the effective time of the                      

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Merger will be converted into that number of shares of the common stock of the  
Company as the surviving corporation in the Merger (the "Surviving Corporation")
equal to the nearest higher whole number to the quotient of (a) the number of   
shares of Common Stock of the Company outstanding at the effective time of the  
Merger, divided by (b) 10.                                                      

     The Buyers have calculated that, assuming there are no Dissenting
Shares, approximately $1,395,080.10 will be required to pay the Merger          
Consideration to holders of Common Stock of the Company at the closing of the   
Merger. Buyers expect that the funds to be used to pay the Merger Consideration 
shall come from internal funding sources.                                       

ITEM 4.   PURPOSE OF TRANSACTION.                                               

  The Buyers intend to consummate the Merger and acquire all the
outstanding shares of Common Stock at the earliest practicable date. The Merger 
is conditioned on, among other things, (i) the approval and adoption of the     
Merger Agreement and the Merger by the affirmative vote or written consent of   
the holders of a majority of the outstanding shares of Common Stock and         
preferred stock of the Company, assuming conversion of all outstanding shares of
Company preferred stock, (ii) the absence of any court order, decree or         
injunction that prohibits the consummation of the Merger, (iii) receipt of the  
necessary consents to the Merger from the Company's existing senior and         
subordinated lenders, (iv) Dissenting Shares constituting no more than ten      
percent (10%) of the total number of shares of Common Stock outstanding on the  
closing date of the Merger, and (v) the absence of any material adverse change  
in the financial condition, results of operation, assets, liabilities or        
business of the Company.                                                        

 As a result of the Merger, (i) all shares of the Common Stock
outstanding at the time of the Merger (other than shares owned by Merger Sub, of
any subsidiary of the Company, and any shares held in the Company's treasury,   
all of which will be canceled, and Dissenting Shares) will be converted into the
right to receive the Merger Consideration, (ii) all shares of the preferred     
stock of the Company outstanding at the time of the Merger shall remain         
outstanding as shares of preferred stock of the Surviving Corporation, (iii)    
each share of the common stock of Merger Sub shall become that number of shares 
of common stock of the Surviving Corporation equal to the nearest higher whole  
number to the quotient of (a) the number of shares of Common Stock of the       
Company outstanding at the effective time of the Merger, divided by (b) 10, (iv)
Buyers shall own one hundred percent (100%) of the outstanding shares of the    
Surviving Corporation, (v) it is expected that the Common Stock of the Company  
shall cease to be authorized to be quoted on the OTC Bulletin Board or on any   
other interdealer quotation system of a registered national securities          
association; (vi) it is expected that the Common Stock of the Company shall be  
removed from registration and Company shall cease to be a reporting company     
under the 1934 Act, and (vii) the directors and officers of the Company shall   
become the directors and officers of the Surviving Corporation.                 

          The foregoing description of the Merger Agreement and the transactions
contemplated thereby is only a summary thereof, does not purport to be complete 
and is qualified in its entirety by the specific terms of the Merger Agreement, 
which is filed as an exhibit hereto and incorporated herein by reference.       

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

(a)  As a result of the execution of the Merger Agreement and the     
Stockholders Agreement described in Items 3 and 6, Merger Sub (the common stock 
of which is beneficially owned by the Reporting Persons) has the right to       
acquire 3,100,178 shares of Common Stock, which represents 100% of the          
outstanding shares of Common Stock.                                             

   (b)  Littlejohn has the sole power to vote and direct the vote of any and
all shares of Common Stock beneficially owned by Merger Sub.                    

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    (c)  Except as described in Item 3, to the best knowledge of the Reporting
Persons, no transaction in the Common Stock was effected during the past 60 days
or since the last filing on Schedule 13D.                                       

(d)  Except as set forth in this Item 5, to the best knowledge of the 
Reporting Persons, none of the persons named in Item 2(a) beneficially owns any 
shares of Common Stock. On the basis of control, the board of directors of      
Merger Sub may be deemed to have the ultimate power to direct the voting or     
disposition, as well as the application of dividends from, or the proceeds of   
the sale of, the shares of Common Stock beneficially owned by Merger Sub.       

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH         
RESPECT TO SECURITIES OF THE ISSUER.                        

   Merger Sub, Littlejohn and Quilvest entered into a Stockholders
Agreement (the "Stockholders Agreement," which is filed as an exhibit hereto and
incorporated herein by reference) on March 6, 2001 providing for, among other   
things: (i) the organization and capitalization of Merger Sub; (ii) certain     
restrictions on the transfer of the capital stock of both Merger Sub and, upon  
consummation of the Merger, the Surviving Corporation; (iii) the voting of the  
capital stock of both Merger Sub and, upon consummation of the Merger, the      
Surviving Corporation; (iv) the composition of the boards of directors of Merger
Sub and, upon consummation of the Merger, the Surviving Corporation; and (v)    
that immediately following consummation of the Merger, each of Littlejohn and   
Quilvest shall own that percentage of the equity of the Surviving Corporation   
(computed on a common stock equivalent basis, assuming conversion of all        
Preferred Stock) equal to the amount that the aggregate amount invested by such 
party in the Company to acquire the Preferred Stock plus an amount equal to the 
accrued and unpaid dividends on the Preferred Stock held by such party through  
the day immediately prior to the effective time of the Merger plus the amounts  
invested in Merger Sub by such party (collectively, the "Investment Amount")    
bears to the aggregate Investment Amount of both parties. Contemporaneously with
entering into the Stockholders Agreement, Quilvest has delivered to Littlejohn  
an irrevocable proxy, which will become effective as of the effective time of   
the Merger and will be irrevocable to the fullest extent permitted by law, with 
respect to all voting securities of the Surviving Corporation owned of record   
and beneficially by Quilvest as of the effective time of the Merger.            

     Pursuant to the Stockholders Agreement, the Buyers have agreed to
contribute immediately prior to the effective time of the Merger funds for the  
further capitalization of Merger Sub. Specifically, in addition to the $4,000.00
cash it already contributed in exchange for eight shares of the common stock of 
Merger Sub (the "Merger Sub Common Stock"), Littlejohn shall contribute an      
amount in cash equal to 80% of the Merger Consideration. In addition to the     
$1,000.00 cash it already contributed in exchange for two shares of Merger Sub  
Common Stock, Quilvest shall contribute an amount in cash equal to 20% of       
the Merger Consideration.                                                       

      The Stockholders Agreement requires that the Board of Directors of
Merger Sub (the "Merger Sub Board") consist of four directors, three of whom    
shall be nominated by Littlejohn and one of whom shall be nominated by Quilvest.
Pursuant to the Stockholders Agreement, each of the Buyers approved and adopted 
the Merger Agreement and, subject to the approval by the director nominated by  
Quilvest under certain circumstances, shall approve and adopt any amendments,   
supplements or modifications to the Merger Agreement that the Merger Sub Board  
may approve from time to time.                                                  

     Each of the Buyers is prohibited by the terms of the Stockholders
Agreement from transferring, selling, offering to sell, assigning, pledging or  
encumbering any shares of the Merger Sub Common Stock, subject to certain       
exceptions. The foregoing prohibition shall terminate and be of no further force
or effect upon the effective time of the Merger.                                

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        Upon consummation of the Merger, the Stockholders Agreement shall be
deemed to supersede, replace and terminate that certain Shareholders Agreement  
dated February 18, 2000, among Littlejohn, Quilvest, the Company and Willem F.P.
de Vogel (the "Original Shareholders Agreement"). The Stockholders Agreement    
provides that, upon consummation of the Merger and the replacement and          
termination of the Original Shareholders Agreement, Willem F.P. de Vogel shall  
have no further rights or obligations under the Original Shareholders Agreement.
The Stockholders Agreement also provides that, upon consummation of the Merger, 
that certain Registration Rights Agreement dated February 18, 2000, among       
Littlejohn, Quilvest and the Company will terminate.                            

         The Stockholders Agreement requires that, after the effective time of
the Merger, the Board of Directors of the Company shall at all times have       
between five and nine directors, and, as of the effective time of the Merger,   
the Board shall have eight directors. Commencing with the effective time of the 
Merger, Quilvest shall have the right to nominate two persons to stand for      
election to serve as directors, at least one of whom shall not be an affiliate  
or associate of Quilvest. The Chief Executive Officer of the Company shall be   
nominated to stand for election to serve as a director, and Littlejohn shall    
have the right to nominate all remaining persons to stand for election to serve 
as directors, at least one of whom shall not be an affiliate or associate of    
Littlejohn.                                                                     

       Subject to certain exceptions, Quilvest has agreed that it will not
transfer any of its voting securities of the Company, whether held of record or 
beneficially owned. Under certain circumstances, Quilvest has tag along rights  
and Littlejohn has bring along rights. The Stockholders Agreement terminates on 
the earliest of (i) 10 years from its date of execution, (ii) the mutual        
agreement of the Buyers which beneficially own a majority of the Common Stock   
issued or issuable upon conversion of the Preferred Stock or upon the exercise  
of the Warrants, in each case which are subject to the Stockholders Agreement,  
(iii) the sale of 90% or more of the securities described in clause (ii) to a   
person which is not an affiliate of Littlejohn or a permitted transferree of    
Quilvest who becomes party to the Stockholders Agreement, and (iv) the          
termination of the Merger Agreement in accordance with its terms as in effect   
from time to time.                                                              

         The Stockholders Agreement provides that after the Guaranty Amendment
Date (as defined therein), the Surviving Corporation will compensate Littlejohn 
and Quilvest for their guaranties with respect to any Out-of-Formula Loans under
the Credit Agreement. Specifically, the Company agrees to pay to Quilvest and   
Littlejohn a fee (the "Overadvance Fee") calculated at a rate of 8% per annum of
the actual amount of such Out-of-Formula Loans outstanding from time to time    
which Littlejohn and Quilvest are then guarantying. The Overadvance Fee shall be
paid 80% to Littlejohn and 20% to Quilvest and shall be payable quarterly in    
arrears with respect to such days in which there are outstanding Out-of-Formula 
Loans. Notwithstanding the foregoing, the Company shall not be required to pay  
an Overadvance Fee to the extent that, at the time of or after giving effect to 
the payment thereof, the Company is, or would be in violation of the financial  
covenants contained in the Credit Agreement, in which case any such Overadvance 
Fee would accrue and be payable as soon as possible thereafter.                 

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

        Exhibit 1.     Agreement and Plan of Merger, dated March 6, 2001, by
                 and between Pameco Acquisition, Inc. and Pameco
Corporation.                  

      Exhibit 2.     Stockholders Agreement, dated March 6, 2001, by and
                     among Pameco Acquisition, Inc., Littlejohn Fund II,
        L.P. and Quilvest American Equity Ltd.

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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:  March 6, 2001         Littlejohn Fund II, L.P.                           

                             By:  Littlejohn Associates II, LLC, General Partner

         By:    /s/ Harry F. Weyher, III
                ------------------------
     Name:  Harry F. Weyher, III
Title: Manager        

       Littlejohn Associates II, LLC

         By:    /s/ Harry F. Weyher, III
                ------------------------
     Name:  Harry F. Weyher, III
Title: Manager        

      /s/ Angus C. Littlejohn, Jr.
      ----------------------------
                Angus C. Littlejohn, Jr., individually

       Quilvest American Equity Ltd.

       By:   /s/ Willem F.P. deVogel
             -----------------------
    Name:  Willem F.P. deVogel
 Title: Attorney-in-Fact

  Pameco Acquisition, Inc.

             By:    /s/ Angus C. Littlejohn, Jr.
                    ----------------------------
         Name:  Angus C. Littlejohn, Jr.
Title: President      

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SCHEDULE 5  

PAMECO ACQUISITION, INC.  

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------
                                                            Principal Occupation or                            
                                                          Employment Business and the                          
                                                          Name, Principal Business and                         
                                                        Address of Organization in which                       
                          Residence or Business         such Employment is Conducted (if                       
Name                             Address                              any)                      Citizenship    
---------------------------------------------------------------------------------------------------------------
                                                                                                               
Angus C. Littlejohn,     115 East Putnam Avenue,        Chairman and Chief Executive           United States   
Jr.,                     Greenwich, Connecticut         Officer of Littlejohn & Co., L.L.C.                    
President, Secretary     06830                                                                                 
and Treasurer                                                                                                  
---------------------------------------------------------------------------------------------------------------
Michael I. Klein,        115 East Putnam Avenue,        President of Littlejohn & Co.,         United States   
Vice President           Greenwich, Connecticut         L.L.C.                                                 
                         06830                                                                                 
---------------------------------------------------------------------------------------------------------------
Harry F. Weyher, III,    115 East Putnam Avenue,        Executive Vice President of            United States   
Vice President           Greenwich, Connecticut         Littlejohn & Co., L.L.C.                               
                         06830                                                                                 
---------------------------------------------------------------------------------------------------------------
Edmund J. Feeley,        115 East Putnam Avenue,        Managing Director of Littlejohn &      United States   
Vice President and       Greenwich, Connecticut         Co., L.L.C.                                            
Assistant Secretary      06830                                                                                 
---------------------------------------------------------------------------------------------------------------
Willem F.P. deVogel,     650 Madison Avenue, 24/th/     Managing Director of Three Cities      The             
Vice President           Floor                          Research, Inc.                         Netherlands     
                         New York, New York                                                                    
                         10022                                                                                 
---------------------------------------------------------------------------------------------------------------

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/7/01
		3/6/01		1		12
		2/18/00		11					SC 14F1
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