Pameco Corporation
Ticker:PCN
Exchange:New York Stock Exchange Norcross, GA
Industry:Wholesale (SIC Code 5075)

Offering Information
Type of Shares:Class A Common Shares Filing Date:3/27/97
U.S. Shares:3,578,644 Offer Date:6/4/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:3,578,644 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $53,679,660 Selling:$0.58
Expenses: - Reallowance:$0.10
Shares Out After:7,858,680

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Robertson, Stephens & CompanyCo-manager (415) 989-8500
Schroder Wertheim & Company, IncorporatedCo-manager (212) 492-6900

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Kilpatrick Stockton LLP
Bank's Law Firm: Skadden, Arps, Slate, Meagher & Flom
Auditor: Ernst & Young
Registrar/Transfer Agent: SunTrust Bank of Atlanta

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
2/29/96 11/30/96 11/30/95 11/30/96
Revenue:$334.54$297.14$267.73Assets:$136.50
Net Income:$5.49$7.34$6.22Curr Assets:
EPS:$0.85$1.12$0.94Liabilities:$126.16
Prior EPS:$0.65$23.28-$2.68Curr Liabilities:
Cash Flow/Oper:Equity:$10.34
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is one of the largest distributors of heating, ventilation and air conditioning systems and equipment and refrigeration products in the United States, with predecessor corporations dating back to 1931. The company stocks more than 65,000 SKUs to service more than 45,000 customers through a national network of 297 branches in 44 states and Guam located in 76 of the tope 100 standard metropolitan statistical areas in the country. The company's products include a complete range of central air conditioners, heat condensing units, compressors, evaporators, valves, alk-in coolers and ice machines for the commercial market. In fiscal 1996, the company's HVAC business generated approximately 54.0% of its revenues, while the refrigeration business generated the balance. The company attributes its leadership position in the HVAC refrigeration industries primarily to its operating philosophy. The company emphasizes personalized customer service and convenient "one-stop" shopping to meet each customer's total needs at the local and national level. The company's technical service representatives, who provide customers with expert technical advice in diagnosing problems and recommending solutions, are an essential element of the company's customer service.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness and repurchase 388,417 shares of Common Stock from certain shareholders, including members of the Investor Group.

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