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) July 3,
2007
ACR
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Texas
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0-12490
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74-2008473
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3200
Wilcrest Drive,
Suite
440
Houston,
Texas 77042
(Address
of Principal Executive Offices, Including Zip Code)
(713)
780-8532
Registrant’s
telephone number, including area code
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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x
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
July 3, 2007, ACR Group, Inc. (“we”, “our”, “us” or “ACR”) entered into an
Agreement and Plan of Merger, dated as of July 3, 2007, with
Watsco, Inc., a Florida corporation, and its wholly owned subsidiary,
Coconut Grove Holdings, Inc., a Texas corporation. The merger
agreement provides for transactions that, if consummated, will cause a change
of
control of ACR and ultimately lead to our becoming a wholly owned subsidiary
of
Watsco.
Under
the
terms of the merger agreement, Watsco’s acquisition subsidiary will commence a
tender offer for all of our outstanding shares of common stock, par value
$0.01
per share, other than shares held by ACR officers that are being acquired
by
Watsco following the tender offer under the officers' support agreements,
at a
price of $6.75 per share in cash. Watsco’s obligation to
purchase our shares in the tender offer is subject to certain conditions,
including but not limited to the number of tendered ACR shares and the shares
purchased under the officers’ support agreements being at least 66 2/3% of ACR’s
outstanding shares, subject to a reduction of the minimum amount in certain
circumstances. Under the merger agreement, following the completion
of the tender offer and the satisfaction or waiver of certain other conditions,
Watsco’s acquisition subsidiary will be merged into ACR, with ACR being the
surviving corporation. In the merger, each outstanding share of our
common stock (other than shares we hold in treasury, certain restricted shares
held by employees of ACR that will be converted into a proportional number
of
shares of Watsco restricted stock, or shares that Watsco or its affiliates
hold
following completion of the tender offer) will be converted into the right
to
receive the same cash amount per share as the tender offer
price. Under the merger agreement, the obligation of Watsco or its
acquisition subsidiary to consummate the offer and both our and Watsco’s
obligations to effect the merger are conditioned on regulatory approvals
and
other customary conditions. We have attached copies of the merger
agreement and the joint press release we issued with Watsco as Exhibits 2.1
and 99.1, respectively, and we incorporate them in this Form 8-K by
reference. The merger agreement contains certain termination rights
and provides that, upon the termination of the merger agreement under specified
circumstances, we would be required to pay Watsco a termination fee of
$5,000,000.
The
merger agreement has been summarized in and filed as an exhibit to this
Form 8-K to provide investors and shareholders with information regarding
its terms. Investors or shareholders should read the entire agreement
for a complete understanding of its terms and conditions. The merger
agreement is not intended to provide factual information about
us. The merger agreement contains representations and warranties that
the parties made to and solely for the benefit of each other. The
assertions embodied in those representations and warranties are qualified
by
information in a disclosure schedule that we provided to Watsco in connection
with signing the merger agreement. Accordingly, investors and
shareholders should not rely on the representations and warranties as
characterizations of the actual state of facts, since they were made only
as of
the date of the merger agreement and are modified by the underlying disclosure
schedule. Moreover, information concerning the subject matter to
which representations and warranties relate may change after the date of
the merger agreement.
As
part of this transaction, we will prepare a solicitation/recommendation
statement on Schedule 14D-9 for the shareholders of the Company and will
file that document with the Securities and Exchange
Commission. Before our shareholders make a decision to tender their
shares, we encourage them to read the solicitation/recommendation statement
regarding the tender offer and the merger carefully and in its entirety when
it
becomes available, because it will contain important information about the
proposed transactions. Our shareholders will be able to obtain,
without charge, a copy of the solicitation/recommendation statement (when
available) and other relevant documents that we file with the SEC from the
SEC’s
website at www.sec.gov. Our
shareholders also will be able to obtain, without charge, a copy of the
solicitation/recommendation statement and other relevant documents (when
available) by directing a request by mail or telephone to us at 3200 Wilcrest
Drive, Suite 440, Houston, Texas 77042, telephone: (713) 780-8532, or from
our
website, www.acrgroup.com.
Item
5.01.
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Changes
in Control of Registrant.
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See
Item
1.01 above.
On
July 3, 2007, ACR and Watsco issued a joint press release announcing the
signing of the merger agreement, a copy of which is attached to this
Form 8-K as Exhibit 99.1.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
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Description
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2.1
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Agreement
and Plan of Merger, dated as of July 3, 2007, among Watsco, Inc.,
Coconut Grove Holdings, Inc. and ACR Group, Inc.
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99.1
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Joint
Press Release of ACR Group, Inc. and Watsco, Inc. dated July 3,
2007.
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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, thereunto
duly authorized.
Dated:
July 5, 2007
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ACR
Group, Inc.
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By:
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/s/
Anthony R. Maresca
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Anthony
R. Maresca
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Senior
Vice President and
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
Number
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Exhibit
Description
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Agreement
and Plan of Merger, dated as of July 3, 2007, among Watsco, Inc.,
Coconut
Grove Holdings, Inc. and ACR Group, Inc.
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Joint
Press Release of ACR Group, Inc. and Watsco, Inc. dated July 3,
2007.
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