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) August
9, 2007
ACR
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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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:
£
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.01. Completion
of Acquisition or Disposition of Assets.
Disclosure
required by this item and contained elsewhere in this report is incorporated
by
reference herein.
Item
5.01. Changes
in Control of Registrant.
As
previously disclosed in our Form 8-K filed on July 6, 2007, which is
incorporated by reference herein, on July 3, 2007, ACR Group, Inc. (“ACR”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as
of July 3, 2007, with Watsco, Inc. (“Watsco”), a Florida corporation,
and its wholly owned subsidiary, Coconut Grove Holdings, Inc. (“Purchaser”), a
Texas corporation. On July 9, 2007, pursuant to the Merger Agreement,
Purchaser commenced a cash tender offer to acquire the outstanding shares
of
ACR’s common stock, par value $0.01 per share, (the “Common Stock”) for $6.75
per share in cash, upon the terms and subject to the conditions set forth
in the
Offer to Purchase dated July 9, 2007 (the “Offer to Purchase”), and in the
related Letter of Transmittal, copies of which were filed as
Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO (which, together with
any amendments or supplements thereto, collectively constitute the “Offer”)
filed by Watsco and Purchaser on July 9, 2007, as amended or supplemented
from
time to time (the “Offer to Purchase”).
On
August
9, 2007, Purchaser purchased the shares tendered in the tender offer and
the
shares subject to the sale and support agreements with ACR’s executive officers,
resulting in Purchaser owning approximately 91% of ACR Common
Stock. That same day, following the purchase, Watsco effected a
short-form merger of Purchaser and ACR under Texas law, and ACR became a
wholly-owned subsidiary of Watsco.
To
complete the tender offer and subsequent merger, Watsco drew down funds from
its
unsecured revolving credit facility with a syndicate of
lenders. Watsco’s unsecured revolving credit facility was described
in and filed as Exhibit 10.1 to Watsco’s Current Report on Form 8-K filed on
August 6, 2007, which is incorporated by reference herein.
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.
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Dated:
August 15, 2007
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ACR
Group, Inc. |
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By: |
/s/
Eric Khan
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Chief
Financial Officer
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