As filed with the Securities and Exchange Commission on January 23, 1996
                                                     Registration No. 33-
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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                                  WATSCO, INC.
               (Exact name of registrant as specified in charter)

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            FLORIDA                                       59-0778222
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

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                                                                                        RONALD P. NEWMAN
                                                                                    CHIEF FINANCIAL OFFICER
                                                                                           WATSCO, INC.
                  2665 SOUTH BAYSHORE DRIVE                                        2665 SOUTH BAYSHORE DRIVE
                           SUITE 901                                                        SUITE 901
                     MIAMI, FLORIDA 33133                                            MIAMI, FLORIDA 33133
                        (305) 858-0828                                                   (305) 858-0828
       (Address, including zip code, and telephone number         (Name, address, including zip code, and telephone number
including area code, of registrant's principal executive offices)         including area code, of agent for service)
------------------------- COPIES OF COMMUNICATION TO: CESAR L. ALVAREZ, ESQUIRE E. WILLIAM BATES, II, ESQUIRE JORGE L. FREELAND, ESQUIRE KING & SPALDING GREENBERG, TRAURIG, HOFFMAN, 120 WEST 45TH STREET, 32ND FLOOR LIPOFF, ROSEN & QUENTEL, P.A. NEW YORK, NEW YORK 10036 1221 BRICKELL AVENUE (212) 556-2100 MIAMI, FLORIDA 33131 (305) 579-0500 ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest investment plans, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [X]
CALCULATION OF REGISTRATION FEE =========================================================================================================================== PROPOSED PROPOSED TITLE OF EACH CLASS NUMBER OF SHARES MAXIMUM MAXIMUM AMOUNT OF OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(1) - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $.50 par value per share 1,610,000 shares $18.25 $29,382,500 $10,131.90 =========================================================================================================================== (1) Includes 210,000 shares as to which the registrant has granted the Underwriters an option solely to cover over-allotments. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933.
------------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION - DATED JANUARY 23, 1996 PROSPECTUS - -------------------------------------------------------------------------------- 1,400,000 SHARES WATSCO COMMON STOCK - -------------------------------------------------------------------------------- Of the 1,400,000 shares of common stock, par value $.50 per share (the "Common Stock"), offered hereby, 1,000,000 shares are being sold by Watsco, Inc. ("Watsco" or the "Company") and 400,000 shares are being sold by certain selling shareholders of the Company (the "Selling Shareholders"). See "Selling Shareholders." The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Shareholders. The Company has two classes of common stock: Common Stock and Class B Common Stock. The Common Stock is substantially identical to the Company's Class B Common Stock except with respect to voting power, with the Common Stock having one vote per share, and the Class B Common Stock having ten votes per share. The holders of Common Stock are currently entitled to vote as a separate class to elect 25% of the Board of Directors. See "Risk Factors -- Limited Voting Rights of Common Shareholders; Control by Principal Shareholder." The Common Stock and the Class B Common Stock are listed on the New York Stock Exchange and American Stock Exchange under the symbols "WSO" and "WSOB," respectively. On January 19, 1996, the last reported sale prices of the Common Stock and Class B Common Stock on the New York Stock Exchange and the American Stock Exchange were $18.375 and $18.375 per share, respectively. SEE "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
=================================================================================================================== UNDERWRITING PROCEEDS TO PRICE TO DISCOUNTS AND PROCEEDS TO SELLING PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDERS(2) - ------------------------------------------------------------------------------------------------------------------- Per Share........... $ $ $ $ - ------------------------------------------------------------------------------------------------------------------- Total(3)............ $ $ $ $ =================================================================================================================== (1) The Company and the Selling Shareholders have agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." (2) Before deducting expenses payable by the Company estimated to be $325,000 and expenses payable by the Selling Shareholders estimated to be $3,372. (3) The Company has granted the several Underwriters a 30-day over-allotment option to purchase up to 210,000 additional shares of the Common Stock on the same terms and conditions as set forth above. If all such additional shares are purchased by the Underwriters, the total Price to Public will be $__________, the total Underwriting Discounts and Commissions will be $_________, the total Proceeds to Company will be $__________ and the total Proceeds to Selling Shareholders will be $_________. See "Underwriting." The shares of Common Stock are offered by the several Underwriters subject to delivery by the Company and the Selling Shareholders and acceptance by the Underwriters, to prior sale and to withdrawal, cancellation or modification of the offer without notice. Delivery of the shares to the Underwriters is expected to be made at the office of Prudential Securities Incorporated, One New York Plaza, New York, New York, on or about February , 1996. PRUDENTIAL SECURITIES INCORPORATED February , 1996 Map of the United States color coded for air conditioning usage (in hours) per year according to Consumer Reports and the Company's and Three States' distribution locations. /+ inside open circle/ - Three States Supply Company, Inc. locations /bullet/ - Watsco locations IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AND/OR CLASS B COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE AMERICAN STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. - 2 - PROSPECTUS SUMMARY THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION IN THIS PROSPECTUS (I) HAS BEEN ADJUSTED TO REFLECT A 5% STOCK DIVIDEND PAID ON APRIL 30, 1992 AND A THREE-FOR-TWO STOCK SPLIT EFFECTED ON MAY 15, 1995 AND (II) ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION WILL NOT BE EXERCISED. THE COMPANY Watsco, Inc. ("Watsco" or the "Company") is the largest independent distributor of residential central air conditioners in the United States, with leading positions in Florida, Texas and California, the three largest air conditioning markets in the country, as well as significant positions in Alabama, Arkansas, Arizona, Louisiana, Nevada and North Carolina. In 1989, the Company embarked on a strategy of establishing a network of distribution facilities across the sunbelt where U.S. population growth is greatest, weather patterns are predictably hot and air conditioning is seen as a necessity. Since initiating this strategy, the Company's revenues have increased from $25 million in 1988 to $284 million in 1994 and earnings per share have increased at a compound annual growth rate of 22%. Watsco has acquired eight air conditioning distributors and believes it is the only company pursuing a consolidation strategy by making significant acquisitions in the highly fragmented air conditioning distribution industry. The Company achieved internal sales growth of 16% and 10% for 1994 and the nine months ended September 30, 1995, respectively. According to the Air Conditioning and Refrigeration Institute ("ARI"), manufacturers' sales of residential central air conditioners in the United States were approximately $4.3 billion in 1994 and have grown at an annual rate of 5.5% since 1990. The replacement market has increased substantially in size over the past ten years, surpassing the homebuilding market in significance as a result of the aging of the installed base of residential central air conditioners, the introduction of new energy efficient models and the upgrading of existing homes to central air conditioning. According to the ARI, over 61 million central air conditioner units have been installed in the United States since 1975. Many of the units installed from the mid-1970s to the mid-1980s are reaching the end of their useful lives, thus providing a growing replacement market. The Company also sells to the homebuilding market and is well positioned to benefit from increases in housing starts. The Company focuses on satisfying the needs of the higher margin replacement market, where customers demand immediate, convenient and reliable service. The Company believes that its size and financial resources allow it to provide superior customer service by offering a complete product line of equipment, parts and supplies, multiple warehouse locations and well-stocked inventories. The Company sells its products from 70 branch warehouses to over 13,600 air conditioning and heating contractors and dealers. The Company also produces over 4,000 electronic and mechanical components for air conditioning, heating and refrigeration equipment that are sold to over 5,000 wholesale distributors and original equipment manufacturers ("OEMs"). Recently, the Company has accelerated its acquisition activity. In 1995, Watsco acquired four distributors which reported aggregate 1994 revenues of approximately $47 million. All of the Company's significant acquisitions to date have been nondilutive to its shareholders. In December 1995, the Company entered into a letter of intent to acquire Three States Supply Company, Inc. ("Three States"), a Memphis, Tennessee based distributor of building materials used primarily in the air conditioning and heating industry. Three States reported revenues of approximately $45 million in 1994. The Company believes that Three States serves over 5,000 customers from its nine locations in Tennessee, Arkansas, Mississippi, Alabama and Missouri. The Company's acquisition of Three States is subject to various conditions, including the negotiation of an asset purchase agreement, and accordingly there can be no assurance that such purchase will be consummated. For additional information regarding the Company's acquisition of Three States, see "Business - Three States Acquisition," "Selected Financial Data" and Unaudited Pro Forma Combined Financial Statements. - 3 - The Company also owns Dunhill Personnel System, Inc. ("Dunhill"), a well-known provider of permanent and temporary personnel services to business, professional and service organizations, government agencies, health care providers, and other employers. As of December 31, 1995, Dunhill had 138 franchisees and licensees and 14 Company-owned offices in 38 states, Puerto Rico and Canada and accounted in the nine months ended September 30, 1995 for less than 10% of the Company's revenues. The Company's principal executive offices are located at 2665 South Bayshore Drive, Suite 901, Miami, Florida 33133, and its telephone is (305) 858-0828. Unless the context otherwise requires, the terms "Watsco" and the "Company" as used in this Prospectus refer to Watsco, Inc. and its subsidiaries.
THE OFFERING Common Stock Offered by the: Company.......................................... 1,000,000 shares Selling Shareholders............................. 400,000 shares Common Stock to be Outstanding after the Offering(1): Common Stock..................................... 5,801,536 shares Class B Common Stock............................. 1,480,681 shares Total................................... 7,282,217 shares Use of Proceeds by the Company............................ To acquire Three States, to repay a portion of the Company's outstanding borrowings under its revolving credit facilities, and for general corporate purposes, including possible future acquisitions. The acquisition of Three States is not contingent upon the consummation of this offering. Common Stock - New York Stock Exchange Symbol............. WSO Class B Common Stock - American Stock Exchange Symbol..... WSOB - ----------------------------- (1) Assumes, as of December 31, 1995, (i) no exercise of outstanding options to purchase an aggregate of 724,780 shares of the Company's Common Stock, and 337,366 shares of the Company's Class B Common Stock, par value $.50 per share ("Class B Common Stock"), and (ii) no conversion of the Company's outstanding 10% Convertible Subordinated Debentures due 1996 ("Convertible Debentures"), which are convertible into 223,225 shares of Class B Common Stock.
- 4 -
SUMMARY FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) YEARS ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30, -------------------------------------------------------- -------------------------------------------- (UNAUDITED) PRO FORMA, PRO FORMA AS ADJUSTED 1992 1993 1994 1994(1) 1994 1995 1995(1) ----------- -------------- ----------- ----------- ------------- ------------- -------------- (UNAUDITED) INCOME STATEMENT DATA: Total revenues.......... $194,633 $230,656 $283,731 $328,672 $213,884 $250,190 $286,424 Gross profit(2)......... 45,559 51,930 63,212 73,651 48,666 56,547 65,152 Operating income........ 9,930 11,390 15,043 17,108 12,630 15,527 17,337 Net income.............. 2,918 5,041(3) 5,762 7,159 4,923 6,033 7,277 Earnings per share: Primary............... $.70 $.85(3) $.89 $.96 $.77 $.91 $.96 Fully diluted(4)...... .64 .82(3) .87 .94 .74 .87 .92 Supplemental earnings per share: Primary............... $.73(3) Fully Diluted......... .71(3) Weighted average shares outstanding: Primary............... 4,159 5,869 6,326 7,326 6,308 6,508 7,508 Fully diluted(4)...... 5,091 6,339 6,646 7,646 6,604 6,930 7,930
SEPTEMBER 30, 1995 ---------------------------- (UNAUDITED) PRO FORMA, AS ACTUAL ADJUSTED(5) ------------- ------------- BALANCE SHEET DATA: Working capital........................................................................... $ 44,985 $ 58,928 Total assets.............................................................................. 147,565 167,856 Long-term obligations..................................................................... 7,867 7,867 Minority interests........................................................................ 12,780 12,780 Shareholders' equity...................................................................... 52,604 69,504 - ------------------------------------------------------- (1) Gives effect to the Three States acquisition and the issuance of 1,000,000 shares of Common Stock offered hereby by the Company as if they occurred as of the beginning of the period shown. There can be no assurance that the Three States acquisition will be consummated. See "Business - Three States Acquisition." (2) Total revenues less cost of sales and direct service expenses. (3) Historical net income and earnings per share information includes the effect of a non-recurring receipt of insurance proceeds, which increased net income by $706,000. The supplemental earnings per share information excluding this item is $.73 and $.71 for primary and fully diluted earnings per share, respectively. (4) Calculated assuming conversion of the Convertible Debentures. (5) Gives effect to the Three States acquisition as if it occurred on September 30, 1995 and the sale of 1,000,000 shares of Common Stock offered hereby by the Company at an assumed offering price of $18.375 per share (the last reported sale price of the Common Stock on January 19, 1996) after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company and the application of the net proceeds therefrom. See "Use of Proceeds" and "Capitalization." Excluding the Three States acquisition but giving effect to the offering as if it had occurred on September 30, 1995, at that date the Company would have as adjusted total assets of $150,956.
- 5 - RISK FACTORS Prospective investors should carefully consider the following risk factors, which can affect the Company's current position and future prospects, in addition to the other information set forth in this Prospectus in connection with an investment in the shares of Common Stock offered hereby. DEPENDENCE ON KEY SUPPLIER. The Company's primary supplier for central air conditioners is Rheem Manufacturing Company ("Rheem"). The Company's distribution subsidiaries (other than Heating & Cooling Supply, Inc. ("Heating & Cooling")) have distribution agreements with Rheem. Two of the distribution agreements will expire in 1998, and the third can be terminated at any time without cause by either party. Heating & Cooling's distribution agreement expired in September 1995. Heating & Cooling continues to distribute Rheem products, and the Company expects that Heating & Cooling will enter into a new distribution agreement with Rheem on substantially similar economic terms. Under the distribution agreements, certain of the distribution subsidiaries have restrictions on the sale of other manufacturers' products. In 1994 and in the nine months ended September 30, 1995, purchases of Rheem products represented approximately 57% and 55%, respectively, of the aggregate purchases of the Company's distribution subsidiaries. Any significant interruption in the delivery of Rheem's products would inhibit the Company's ability to continue to maintain its current inventory levels and could adversely affect the Company's business. The Company's future results of operations are also materially dependent upon the continued market acceptance of Rheem products and the ability of Rheem to continue to manufacture products that comply with laws relating to environmental and efficiency standards. See "Business -- Relationship with Rheem Manufacturing Company." PUT/CALL AGREEMENTS WITH RHEEM MANUFACTURING COMPANY. Rheem owns an equity interest in certain of the Company's distribution subsidiaries that accounted for approximately 84% and 89% of the Company's revenues and operating income (excluding unallocated corporate overhead), respectively, for the nine months ended September 30, 1995. Rheem is a 20% shareholder of Gemaire Distributors, Inc. ("Gemaire") and Comfort Supply, Inc. ("Comfort Supply") and a 50% shareholder of Heating & Cooling. Prior to January 1, 1996, shareholder agreements between the Company and Rheem with respect to Gemaire, Heating & Cooling and Comfort Supply provided that, annually (for Gemaire and Heating & Cooling) and after December 31, 1996 (for Comfort Supply), for the 90-day period (the "Election Period") immediately following the issuance of the Gemaire, Heating & Cooling and Comfort Supply audited financial statements (which are generally issued in March of each year), the Company can "put" its ownership interest in any of Gemaire, Heating & Cooling and Comfort Supply to Rheem, and Rheem can "call" the Company's ownership interest in any of Gemaire, Heating & Cooling and Comfort Supply, at a price based on a valuation formula. On January 1, 1996, the Company and Rheem amended all three agreements delaying Rheem's right to call Watsco's ownership interest in all three subsidiaries until the Election Period in 1998. See Note 10 to the Company's Consolidated Financial Statements. An exercise of the put/call options can result in the sale of Gemaire, Heating & Cooling or Comfort Supply at a price below the value of such subsidiary at the time of sale. There can be no assurance that the Company will be able to satisfactorily reinvest proceeds from the sale of a subsidiary to acquire attractive businesses or that such proceeds would be sufficient to acquire businesses comparable to the one(s) sold. In addition, the sale of the subsidiaries would significantly decrease the Company's revenues and net income from the date of any such sale. See "Business -- Relationship with Rheem Manufacturing Company." LIMITED VOTING RIGHTS OF COMMON SHAREHOLDERS; CONTROL BY PRINCIPAL SHAREHOLDER. Holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders and holders of Class B Common Stock are entitled to ten votes per share. The holders of Common Stock are currently entitled to vote as a separate class to elect 25% of the Company's Board of Directors and the holders of the Class B Common Stock are currently entitled to vote as a separate class to elect the remaining 75% of the directors. Upon completion of this offering, Albert H. Nahmad, the Company's Chairman and President, and a limited partnership controlled by him, collectively will retain beneficial ownership of approximately 6.9% of the Common Stock and 60.4% of the Class B Common Stock and will have approximately 35.1% of the combined voting power of the outstanding Common Stock and Class B Common Stock. Mr. Nahmad will continue to have the voting power to elect all but three members of the Company's nine-person Board of Directors. - 6 - USE OF PROCEEDS The net proceeds to the Company from the sale of the 1,000,000 shares of Common Stock offered by the Company hereby, assuming an offering price of $18.375 per share (the last reported sale price of the Common Stock on January 19, 1996) and after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company, are anticipated to be approximately $16.9 million ($20.5 million if the Underwriters' over-allotment option is exercised in full). The Company intends to use a portion of its net proceeds to purchase the assets and assume certain liabilities of Three States at an anticipated purchase price of approximately $14 million. The Company anticipates using the remainder of the net proceeds to repay a portion of the Company's outstanding borrowings under its revolving credit facilities, for potential acquisitions and for general corporate purposes. The acquisition of Three States is not contingent upon the completion of this offering. If the Three States acquisition is not consummated, the Company anticipates using the proceeds allocated for such use to repay a portion of the Company's outstanding borrowings under its revolving credit facilities. The indebtedness of the Company to be repaid will include up to $2.9 million ($16.9 million if the Three States acquisition is not consummated) of revolving credit borrowings under the Company's various existing bank credit facilities. At December 31, 1995, such indebtedness bore interest at floating rates ranging from 6.6% to 6.8% (a weighted average interest rate of 6.7% at December 31, 1995) with maturity dates ranging from June 30, 1996 to December 31, 1998. See Note 4 to the Company's Consolidated Financial Statements. In 1995, the Company incurred indebtedness of $11.9 million under its revolving credit facilities for acquisitions and additional borrowings were used primarily to fund working capital requirements of the Company's distribution subsidiaries. Pending application of the net proceeds as described above, the Company intends to invest the net proceeds in short-term investment grade or U.S. government interest bearing securities. The Company continually evaluates potential acquisitions and has had discussions with a number of potential acquisition candidates; however, the Company has no agreement with respect to any potential acquisition other than Three States. Should suitable acquisitions or working capital needs arise that would require additional financing, the Company believes that its financial position and earnings history provide a solid basis for obtaining additional financing resources at competitive rates and terms. The Company will not receive any of the proceeds from the sale of shares of Common Stock being offered by the Selling Shareholders. See "Selling Shareholders." - 7 - CAPITALIZATION The following table sets forth the total capitalization (including short term debt) of the Company as of September 30, 1995 and on a pro forma basis giving effect to (i) the issuance and sale of the 1,000,000 shares of Common Stock offered by the Company hereby at an assumed offering price of $18.25 per share (the last reported sale price of the Common Stock on January 17, 1996), after deduction of estimated underwriting discounts and commissions and offering expenses payable by the Company and the application of the estimated net proceeds therefrom and (ii) the Three States acquisition. See "Use of Proceeds." There can be no assurance that the Three States acquisition will be consummated. This table should be read in conjunction with the Consolidated Financial Statements of the Company and of Three States and the related notes, the pro forma financial information and other financial information included elsewhere in this Prospectus.
SEPTEMBER 30, 1995 ------------------------------------------- (UNAUDITED) PRO FORMA, ACTUAL AS ADJUSTED ----------------- ------------------ (IN THOUSANDS, EXCEPT SHARE DATA) Current portion of long-term obligations.................................... $ 744 $ 744 Borrowings under revolving credit agreements(1)............................. 49,433 49,433 ----------------- ------------------ 50,177 50,177 ----------------- ------------------ Long-term obligations: Bank and other debt.................................................... 4,026 4,026 12% Subordinated Note due 1998......................................... 2,500 2,500 10% Convertible Subordinated Debentures due 1996....................... 1,341 1,341 ----------------- ------------------ Total long-term obligations................................... 7,867 7,867 ----------------- ------------------ Shareholders' equity: Common Stock, $.50 par value, 40,000,000 shares authorized; 4,783,129 issued and outstanding; 5,783,129 issued and outstanding, as adjusted(2)........................................................ 2,392 2,892 Class B Common Stock, $.50 par value, 4,000,000 shares authorized; 1,485,171 issued and outstanding(2)................................ 742 742 Paid-in capital............................................................. 19,205 35,605 Retained earnings........................................................... 30,265 30,265 ----------------- ------------------ Total shareholders' equity.................................... 52,604 69,504 ----------------- ------------------ Total capitalization...................................... $110,648 $127,548 ================= ================== - -------------------- (1) Assumes cash consideration of $16.3 million for the acquisition of the assets and assumption of certain liabilities of Three States as of September 30, 1995. Since September 30, 1995, Three States has paid down certain indebtedness, which reduced its net assets, and the Company anticipates that the cash consideration to be paid by it for the assets and assumption of certain liabilities of Three States in the first quarter of 1996 will be approximately $14 million. (2) Does not include, as of September 30, 1995, (i) 720,583 shares of Common Stock and 338,153 shares of Class B Common Stock issuable upon the exercise of outstanding stock options, and (ii) 223,225 shares of Class B Common Stock issuable upon conversion of the Company's Convertible Debentures.
- 8 - PRICE RANGE OF COMMON STOCK The Company's Common Stock has been listed on the New York Stock Exchange under the symbol "WSO" since June 1994. Prior to such time, the Company's Common Stock was listed on the American Stock Exchange under the symbol "WSOA." At the time of the listing of the Common Stock on the New York Stock Exchange, the Company's "Class A" Common Stock was redesignated Common Stock. The Company's Class B Common Stock is listed on the American Stock Exchange under the symbol "WSOB." The following table sets forth the high and low sale prices of the Common Stock from January 1, 1993 to June 15, 1994 as reported by the American Stock Exchange; the high and low sale prices of the Common Stock from June 16, 1994 to present as reported by the New York Stock Exchange; and the high and low sale prices of the Class B Common Stock as reported by the American Stock Exchange for the periods indicated (in each case rounded to the nearest eighth, after adjusting for the three-for-two stock split effected on May 15, 1995).
CLASS B COMMON STOCK COMMON STOCK ------------------------ ------------------------ HIGH LOW HIGH LOW ----------- ----------- ----------- ----------- 1993 First Quarter........................................... $ 9 1/8 $ 7 5/8 $ 9 1/4 $ 7 3/4 Second Quarter.......................................... 10 1/2 8 7/8 10 1/2 8 7/8 Third Quarter........................................... 11 3/8 9 1/8 11 1/8 9 3/8 Fourth Quarter.......................................... 9 3/4 7 7/8 9 7/8 8 1/4 1994 First Quarter........................................... 10 1/4 8 5/8 10 1/4 8 7/8 Second Quarter.......................................... 11 3/8 9 5/8 11 1/4 9 7/8 Third Quarter........................................... 11 3/8 10 1/8 11 1/8 10 3/8 Fourth Quarter.......................................... 11 1/8 10 3/8 11 10 1/4 1995 First Quarter........................................... 11 7/8 10 1/2 11 5/8 10 5/8 Second Quarter.......................................... 13 3/4 11 3/4 13 1/2 11 5/8 Third Quarter........................................... 17 3/8 13 3/8 16 3/4 13 1/2 Fourth Quarter.......................................... 17 7/8 16 3/8 17 1/2 16 1996 First Quarter (through January 19, 1996)................ 18 3/4 17 3/4 18 7/8 17 3/8
On January 19, 1996, the last reported sale prices for the Common Stock and the Class B Common Stock on the New York Stock Exchange and the American Stock Exchange were $18 3/8 and $18 3/8 per share, respectively. - 9 - SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) The following selected financial data have been derived from the Company's Consolidated Financial Statements which have been audited by Arthur Andersen LLP, independent certified public accountants. The selected financial data as of September 30, 1995 and for the nine months ended September 30, 1994 and 1995 have been derived from the unaudited consolidated financial statements of the Company. In the Company's opinion, such consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for such periods. The results of operations for the nine months ended September 30, 1995 are not necessarily indicative of results that may be expected for the full year. The selected financial data should be read in conjunction with the Company's Consolidated Financial Statements and the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Prospectus. The selected pro forma financial information presented below is derived from the Unaudited Pro Forma Combined Financial Statements appearing elsewhere herein, which give effect to: (i) the potential Three States acquisition, using the purchase method of accounting, and (ii) the issuance and sale of the Common Stock offered hereby, and the application of the net proceeds therefrom. The acquisition of Three States is subject to various conditions, including the negotiation of an asset purchase agreement, and accordingly there can be no assurance that such acquisition will be consummated. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Three States acquisition had been consummated, nor necessarily indicative of the future operating results or financial position of the Company. The pro forma information should be read in conjunction with the Unaudited Pro Forma Combined Financial Statements.
YEARS ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30, -------------------------------------------------------------------- -------------------------------------- (UNAUDITED) PRO FORMA, PRO FORMA AS ADJUSTED 1990 1991 1992 1993 1994 1994(1) 1994 1995 1995(1) -------- --------- --------- --------- --------- --------- ------------ ----------- ----------- (UNAUDITED) INCOME STATEMENT DATA: Total revenues..... $117,749 $169,318 $194,633 $230,656 $283,731 $328,672 $213,884 $250,190 $286,424 Gross profit(2).... 30,470 40,906 45,559 51,930 63,212 73,651 48,666 56,547 65,152 Operating income... 7,006 8,576 9,930 11,390 15,043 17,108 12,630 15,527 17,337 Interest expense... (2,896) (4,059) (3,197) (2,756) (3,155) (3,155) (2,278) (3,064) (3,064) Insurance proceeds. -- -- -- 1,130 -- -- -- -- -- Income taxes....... (1,531) (1,973) (2,746) (3,819) (4,630) (5,531) (4,065) (4,867) (5,676) Minority interests(3)...... (728) (1,010) (1,470) (1,287) (1,636) (1,636) (1,446) (1,744) (1,744) Net income......... 1,975 1,990 2,918 5,041(4) 5,762 7,159 4,923 6,033 7,277 Earnings per share: Primary.......... $.61 $.50 $.70 $.85(4) $.89 $.96 $.77 $.91 $.96 Fully diluted(5). .56 .48 .64 .82(4) .87 .94 .74 .87 .92 Weighted average shares outstanding: Primary.......... 3,190 3,987 4,159 5,869 6,326 7,326 6,308 6,508 7,508 Fully diluted(5). 4,141 4,929 5,091 6,339 6,646 7,646 6,604 6,930 7,930 Cash dividends declared per share: Common Stock....... $.19 $.22 $.15 $.16 $.17 $.13 $.14 Class B Common Stock .17 .20 .14 .16 .17 .13 .14
YEARS ENDED DECEMBER 31, SEPTEMBER 30, 1995 ------------------------------------------------------------------------ ------------------------------ (UNAUDITED) PRO FORMA, 1990 1991 1992 1993 1994 ACTUAL AS ADJUSTED(6) ----------- ------------ ------------ ------------ ------------ ------------ --------------- BALANCE SHEET DATA: Working capital....... $22,048 $23,763 $27,800 $ 39,262 $ 40,095 $ 44,985 $58,928 Total assets.......... 82,322 81,767 81,138 109,685 119,664 147,565 167,856 Long-term obligations. 16,867 14,830 13,539 7,848 6,724 7,867 7,867 Minority interests.... 6,637 7,373 8,229 11,553 11,857 12,780 12,780 Shareholders' equity.. 18,935 20,832 25,272 41,754 46,816 52,604 69,504 - ------------------------------------------------------- (1) Gives effect to the Three States acquisition and the issuance of 1,000,000 shares of Common Stock offered hereby by the Company as if they occurred as of the beginning of the period shown. There can be no assurance that the Three States acquisition will be consummated. See "Business - Three States Acquisition." (2) Total revenues less cost of sales and direct service expenses. (3) Represents the pro rata share of earnings allocated to Rheem as a result of its 20% ownership interests in Gemaire and Comfort Supply and 50% ownership interest (49.5% prior to January 1, 1992) in Heating & Cooling. See Note 1 to the Company's Consolidated Financial Statements. (4) Includes the effect of a non-recurring receipt of insurance proceeds, which increased net income by $706,000. Excluding this item, primary and fully diluted earnings per share would have been $.73 and $.71, respectively. (5) Calculated assuming conversion of the Convertible Debentures. (6) Gives effect to the Three States acquisition as if it occurred on September 30, 1995 and the sale of 1,000,000 shares of Common Stock offered hereby by the Company at an assumed offering price of $18.375 per share (the last reported sale price of the Common Stock on January 19, 1996) after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company and the application of the net proceeds therefrom. See "Use of Proceeds" and "Capitalization." Excluding the Three States acquisition but giving effect to the offering as if it had occurred on September 30, 1995, at that date the Company would have as adjusted total assets of $150,956.
- 10 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL From its inception through 1988, Watsco was primarily a manufacturer of replacement parts for air conditioning, heating and refrigeration equipment. In January 1989, the Company significantly increased its presence in the climate control industry through its acquisition of 80% (and Rheem acquired 20%) of the capital stock of Gemaire, a distributor of residential central air conditioners in Florida, for an aggregate of approximately $17.1 million. In October 1990, the Company acquired 50% and Rheem acquired 50% of the capital stock of Heating & Cooling, a distributor of residential central air conditioners in southern California, Arizona and Nevada, for an aggregate of approximately $31.5 million. In April 1993, the Company acquired 80% and Rheem acquired 20% of the capital stock of Comfort Supply, a distributor of residential central air conditioners in Texas, for an aggregate of approximately $4.0 million. In March 1995, Gemaire purchased the operating assets and assumed certain liabilities of H.B. Adams, Inc., a wholesale distributor of air conditioning, heating and refrigeration products located in Tampa, Florida, for approximately $7.8 million. In October 1995, the Company purchased the operating assets and assumed certain liabilities of Central Air Conditioning Distributors, Inc. ("Central Air Conditioning"), a North Carolina-based distributor of air conditioning, heating and refrigeration products, for approximately $9.0 million. The Company signed a letter of intent in December 1995 to acquire the assets and assume certain liabilities of Three States, a Tennessee-based wholesale distributor of air conditioning, heating and building supplies. Other smaller acquisitions have been made over the past three years to gain market share and to enter into new market areas. RESULTS OF OPERATIONS The following table presents for the periods indicated certain items of the Company's Consolidated Financial Statements for the years ended December 31, 1993 and 1994 and for the nine months ended September 30, 1994 and 1995, expressed as a percentage of total revenues:
YEARS ENDED NINE MONTHS ENDED DECEMBER 31, SEPTEMBER 30, ------------------------ ---------------------- 1993(1) 1994 1994 1995 ----------- ---------- ---------- --------- (UNAUDITED) Total revenues................................................ 100.0% 100.0% 100.0% 100.0% Cost of sales and direct service expenses..................... 77.5 77.7 77.2 77.4 ----------- ---------- ---------- --------- Gross profit............................................... 22.5 22.3 22.8 22.6 Selling, general and administrative expenses.................. 17.6 17.0 16.8 16.4 ----------- ---------- ---------- --------- Operating income........................................... 4.9 5.3 6.0 6.2 Investment income, net........................................ .2 -- -- .1 Interest expense.............................................. 1.2 1.1 1.1 1.2 Income taxes.................................................. 1.4 1.6 1.9 2.0 Minority interests............................................ .6 .6 .7 .7 ----------- ---------- ---------- --------- Net income................................................. 1.9% 2.0% 2.3% 2.4% =========== ========== ========== ========= - -------------------- (1) Excludes non-recurring income from the receipt of insurance proceeds.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1995 WITH NINE MONTHS ENDED SEPTEMBER 30, 1994 Revenues for the nine months ended September 30, 1995 increased $36.3 million, or 17%, compared to the same period in 1994. The distribution subsidiaries' revenues increased $35.1 million, or 20%. Excluding the effect of acquisitions, revenues for the distribution subsidiaries increased $17.7 million, or 10%. This increase in sales was mainly due to increased sales of replacement air conditioners in each of the Company's primary - 11 - distribution markets. Revenues in the Company's manufacturing operations increased $134,000, or 1%, primarily due to new product offerings to aftermarket customers which have more than offset lower sales to overstocked OEM customers. Revenues in the personnel services operations increased $1.0 million, or 5%, reflecting higher demand for temporary help services and greater customer acceptance of new product offerings such as professional staffing and technical temporaries. Gross profit for the nine months ended September 30, 1995 increased $7.9 million, or 16%, as compared to the same period in 1994. Excluding the effect of acquisitions, gross profit increased $3.9 million, or 8%, primarily as a result of the aforementioned revenue increases. Gross profit margin for the nine month period decreased to 22.6% in 1995 from 22.8% in 1994, with 1995 acquisitions having no effect on gross profit margin. These decreases were primarily due to the increased sale of lower margin products by the distribution subsidiaries and new product start-up costs in the manufacturing operations. Selling, general and administrative expenses for the nine months ended September 30, 1995 increased $5.0 million, or 14%, compared to the same period in 1994, primarily due to selling and delivery costs related to increased sales. Excluding the effect of acquisitions, selling, general and administrative expenses increased $2.1 million, or 6%, also due to revenue increases. Selling, general and administrative expenses as a percent of revenues decreased to 16.4% in 1995 from 16.8% in 1994, with 1995 acquisitions having no effect on such percentage. This decrease was the result of a larger revenue base over which to spread fixed costs. Interest expense for the nine months ended September 30, 1995 increased $786,000, or 35%, compared to the same period in 1994, due to higher interest rates and additional borrowings used to finance acquisitions and increased inventory levels required by sales growth and stocking requirements in new branch locations. Excluding the effect of acquisitions, interest expense increased $444,000, or 19%, primarily due to higher interest rates and higher average monthly borrowings. The effective tax rate for the nine months ended September 30, 1995 was 38.5% compared to 39.0% for the same period in 1994. The decrease is primarily a result of a proportionately larger share of taxable income generated in states with higher tax rates during 1994 as compared to 1995. COMPARISON OF YEAR ENDED DECEMBER 31, 1994 WITH YEAR ENDED DECEMBER 31, 1993 Revenues in 1994 increased $53.1 million, or 23%, over 1993. In the distribution subsidiaries, revenues increased $48.3 million, or 27%. Excluding the effect of acquisitions, revenues for the distribution subsidiaries increased $28.6 million, or 16%. This increase in sales was mainly due to hot weather in the western market, strong replacement sales in Florida and increased export sales. Revenues in the Company's manufacturing operations increased $2.1 million, or 10%, primarily due to the introduction of new products. Revenues in the personnel services segment increased $2.7 million, or 10%, reflecting greater demand for temporary help services. Gross profit in 1994 increased $11.3 million, or 22%, over the prior year. Excluding the effect of acquisitions, gross profit increased $7.3 million, or 14%, primarily as a result of the increase in revenues described above. Gross profit margin decreased from 22.5% in 1993 to 22.3% in 1994 with acquisitions not changing gross profit margin significantly. Selling, general and administrative expenses in 1994 increased $7.6 million, or 19%, over the prior year, primarily due to the full year effect of the 1993 acquisitions. Excluding the effect of acquisitions, selling, general and administrative expenses increased $4.0 million, or 10%, from the prior year due to increased selling and delivery costs caused by increased sales. As a percentage of revenues, selling, general and administrative expenses decreased from 17.6% in 1993 to 17.0% in 1994 and, excluding the effect of acquisitions, decreased from 17.6% in 1993 to 16.9% in 1994. This decrease was the result of a larger revenue base over which to spread fixed costs. - 12 - Other income in 1993 includes the non-recurring receipt of insurance proceeds of $1.1 million for business interruption claims related to Hurricane Andrew. Interest expense in 1994 increased $399,000, or 14%, from the prior year due to higher borrowings from acquired businesses and interest rate increases during 1994. The effective income tax rate in 1994 increased to 38.5% compared to 37.6% in the prior year. The increase was primarily a result of the proportionately larger share of taxable income generated in higher tax rate states in 1994 compared to 1993. LIQUIDITY AND CAPITAL RESOURCES The Company has adequate availability of capital from operations and revolving credit facilities to fund current operations and anticipated growth, including expansion in the Company's current and targeted market areas, through 1996. At November 30, 1995, the Company's subsidiaries had aggregate borrowing commitments from lenders under existing revolving credit agreements of $70.0 million, of which $12.2 million was unused and available. The weighted average interest rate for these commitments is 6.7%. The total amount of borrowing commitments expiring in 1996 is $12.0 million. Certain of the subsidiaries' revolving credit agreements contain provisions limiting the payment of dividends to their shareholders. The Company does not anticipate that these limitations on dividends will have a material effect on the Company's ability to meet its cash obligations. For a discussion of the financial and other terms of the revolving credit facilities, see Note 4 to the Company's Consolidated Financial Statements. Working capital increased to $45.0 million at September 30, 1995 from $40.1 million at December 31, 1994 due to higher levels of accounts receivable caused by higher sales volume and improved cash flow which lowers the amount of inventory financed by revolving credit facilities. Cash and cash equivalents increased $1.4 million during the nine months ended September 30, 1995. Principal sources of cash were profitable operations, increased borrowings under revolving credit agreements, and proceeds from the sale of marketable securities, primarily consisting of tax exempt municipal bonds. The principal uses of cash were to fund acquisitions, finance capital expenditures, reduce long-term obligations and fund working capital needs. Inventory purchases are substantially funded by borrowings under the subsidiaries' revolving credit agreements. The Company expects to use a portion of the net proceeds of this offering to pay for the acquisition of Three States. However, the acquisition of Three States is not contingent upon the completion of this offering. In the event this offering is not consummated, or if the net proceeds are not equal to the purchase price, the Company has received indications from its lenders that it will be able to obtain financing for the acquisition. The Company continually evaluates potential acquisitions and has had discussions with a number of potential acquisition candidates; however, the Company has no agreement with respect to any potential acquisition other than Three States. Should suitable acquisitions or working capital needs arise that would require additional financing, the Company believes that its financial position and earnings history provide a solid basis for obtaining additional financing resources at competitive rates and terms. SEASONALITY Sales of residential central air conditioners, heating equipment and parts and supplies manufactured and distributed by the Company have historically been seasonal. Demand related to the residential replacement market generally peaks in the third quarter for air conditioners (the Company's principal distribution product) and in the fourth quarter for heating equipment. Demand related to the new construction market varies according to the season, with increased demand generally from March through October. See Note 14 to the Company's Consolidated Financial Statements. - 13 - BUSINESS GENERAL The Company is the largest independent distributor of residential central air conditioners in the United States, with leading positions in Florida, Texas and California, the three largest air conditioning markets in the country, as well as significant positions in Alabama, Arkansas, Arizona, Louisiana, Nevada and North Carolina. In 1989, the Company embarked on a strategy of establishing a network of distribution facilities across the sunbelt where U.S. population growth is greatest, weather patterns are predictably hot and air conditioning is seen as a necessity. Since initiating this strategy, the Company's revenues have increased from $25 million in 1988 to $284 million in 1994 and earnings per share have increased at a compound annual growth rate of 22%. Watsco has acquired eight air conditioning distributors and believes it is the only company pursuing a consolidation strategy by making significant acquisitions in the highly fragmented air conditioning distribution industry. The Company achieved internal sales growth of 16% and 10% for 1994 and the nine months ended September 30, 1995, respectively. The following table sets forth for the periods indicated revenues and operating income (net income before interest expense, net investment income, insurance proceeds and unallocated corporate overhead expenses) attributable to the Company's businesses (in thousands):
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, --------------------------------- ---------------------- 1992 1993 1994 1994 1995 --------- ---------- --------- --------- ---------- (UNAUDITED) REVENUES: Climate control segment: Distribution..................................... $146,269 $181,524 $229,796 $174,110 $209,241 Manufacturing.................................... 22,871 21,543 23,637 17,314 17,448 --------- ---------- --------- --------- ---------- Total climate control segment.................. 169,140 203,067 253,433 191,424 226,689 Personnel services segment.......................... 25,493 27,589 30,298 22,460 23,501 --------- ---------- --------- --------- ---------- Total........................................ $194,633 $230,656 $283,731 $213,884 $250,190 ========= ========== ========= ========= ========== OPERATING INCOME: Climate control segment: Distribution..................................... $ 9,873 $11,456 $14,656 $12,038 $15,233 Manufacturing.................................... 2,280 1,133 1,745 1,479 1,040 --------- ---------- --------- --------- ---------- Total climate control segment.................. 12,153 12,589 16,401 13,517 16,273 Personnel services segment.......................... (131) 422 1,216 1,033 882 --------- ---------- --------- --------- ---------- Total........................................ $12,022 $13,011 $17,617 $14,550 $17,155 ========= ========== ========= ========= ==========
RESIDENTIAL CENTRAL AIR CONDITIONING INDUSTRY According to the ARI, manufacturers' sales of residential central air conditioners in the United States were approximately $4.3 billion in 1994 and have grown at an annual rate of 5.5% since 1990. Residential central air conditioners are manufactured primarily by seven major companies that account for a substantial majority - 14 - of the units shipped. These companies are: Carrier Air Conditioning, Inc., Rheem Manufacturing Company, Lennox Industries, Inc., The Trane Company, Inter-City Products Corporation, York Air Conditioning & Refrigeration, Inc., and Goodman Manufacturing Corporation. The major manufacturers distribute their products primarily through independent distributors who in turn supply the equipment and related parts and supplies to contractors and dealers nationwide who sell to, and install the products for, the consumer. Several of the major manufacturers distribute a significant portion of their products through factory-owned distribution organizations. Rheem distributes substantially all of its central air conditioners through independent distributors. Residential central air conditioners are sold to the replacement and the homebuilding markets. The replacement market has increased substantially in size over the past ten years, surpassing the homebuilding market in significance as a result of the aging of the installed base of residential central air conditioners, the introduction of new energy efficient models and the upgrading of existing homes to central air conditioning. According to the ARI, over 61 million central air conditioners have been installed in the United States since 1975. Many of the units installed from the mid-1970s to the mid-1980s are reaching the end of their useful lives, thus providing a growing replacement market. The mechanical life of central air conditioners varies by region due to usage and is estimated to range from 8 to 12 years in Florida and Texas to approximately 18 years in California. BUSINESS STRATEGY The Company focuses on satisfying the needs of the higher margin replacement market, where customers demand immediate, convenient and reliable service. Therefore, the Company has adopted a strategy of (i) offering complete product lines, including all equipment and components necessary to install or repair a central air conditioner, (ii) utilizing multiple warehouse locations in a single metropolitan market for increased customer convenience, and (iii) maintaining large, well-stocked inventories to ensure that customer orders are filled on site in a timely manner. This strategy provides the Company with a competitive advantage over its smaller, lesser capitalized competitors who are unable to maintain the same inventory levels and product variety as the Company. The Company believes it has a competitive advantage over factory-owned distributors who typically do not maintain inventories of all parts and equipment and whose limited number of warehouse locations make it difficult to meet the time-sensitive demands of the replacement market. The Company also sells to the homebuilding market. The Company believes that its reputation for reliable, high quality service and its relationships with contractors, who generally serve both the replacement and new construction markets, allows it to compete effectively in this segment of the market. Homebuilding, in many of the markets the Company serves, remains below levels of the mid-1970s to mid-1980s. However, should homebuilding increase in those markets, the Company is well positioned to benefit from such increases. The Company's acquisition strategy is to establish a network of distribution facilities across the sunbelt and, since 1989, it has acquired eight air conditioning distributors. The Company believes it is the only company pursuing a consolidation strategy by making significant acquisitions in the highly fragmented air conditioning distribution industry. As of December 31, 1995, the Company operated 70 branch warehouses in nine states. This geographic diversification across the sunbelt minimizes the impact of unseasonably mild weather on the replacement of air conditioners. The Three States acquisition will further diversify the Company geographically with the addition of nine branches in five states. Recently, the Company has accelerated its acquisition activity. The following is a description of the Company's acquisitions completed in 1995. - 15 - AIRITE, INC. In February 1995, the Company acquired Airite, Inc., a wholesale distributor of residential central air conditioners with branches in Shreveport and Monroe, Louisiana and Texarkana, Texas. Airite sells to nearly 400 licensed air conditioning and heating contractors and the Company believes that Airite had 1994 revenues of approximately $3.5 million. H.B. ADAMS, INC. In March 1995, the Company acquired certain assets of H.B. Adams. H.B. Adams is a wholesale distributor of air conditioning, heating and refrigeration products and operates seven branches in the Tampa, Florida market area, the second largest market for air conditioning equipment in Florida. The Company believes that H.B. Adams had fiscal 1995 revenues of approximately $20.2 million. ENVIRONMENTAL EQUIPMENT & SUPPLIES, INC. In June 1995, the Company acquired certain assets of Environmental Equipment and Supplies, Inc. Environmental Equipment is a wholesale distributor of air conditioning and heating equipment and sells to approximately 300 licensed air conditioning and heating contractors. Environmental Equipment operates from two branches in Fort Smith and Jonesboro, Arkansas. Environmental Equipment reported revenues in 1994 of approximately $5.6 million. CENTRAL AIR CONDITIONING DISTRIBUTORS, INC. In October 1995, the Company acquired certain assets of Central Air Conditioning, a wholesale distributor of residential central air conditioners and related products. Central Air Conditioning sells to approximately 1,200 licensed air conditioning and heating contractors from five branches in North Carolina. Central Air Conditioning reported revenues of approximately $17.6 million in 1994. THREE STATES ACQUISITION In December 1995, the Company entered into a letter of intent with respect to the proposed acquisition of Three States, a distributor of building materials used primarily in the air conditioning and heating industry. Three States reported revenues of approximately $45 million in 1994. The Company believes that Three States serves over 5,000 customers from its nine locations in Memphis and Nashville, Tennessee, Little Rock and Fort Smith, Arkansas, Jackson, Mississippi, Huntsville, Alabama and St. Louis, Missouri. The terms of the letter of intent among the Company, Three States and the 99.8% stockholder of Three States provide that the Company will acquire the assets and assume certain liabilities of Three States. The purchase price will be calculated as of the closing date of the acquisition and is expected to be approximately $14 million, subject to adjustment. The consummation of the acquisition is subject to the negotiation of definitive agreements and certain other conditions, including satisfactory due diligence review by the Company and the absence of material adverse changes in the operation or condition of Three States, and accordingly there can be no assurance that the Company's acquisition of Three States will be consummated. The Company expects to use a portion of the net proceeds of this offering to pay for the acquisition of Three States. However, the acquisition of Three States is not contingent upon the completion of this offering. In the event this offering is not consummated, or if the net proceeds are not equal to the purchase price, the Company has received indications from its lenders that it will be able to obtain financing for the acquisition. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources." DISTRIBUTION OPERATIONS PRODUCTS. The Company markets a complete line of residential central air conditioners (primarily under the Rheem brand name) and related parts and supplies and maintains sufficient inventory to meet its customers' immediate needs. The Company's strategy is to provide every product a contractor generally would require in order to install or repair a residential or light commercial central air conditioner. Such products include - 16 - residential central air conditioners ranging from 1 1/2 to 5 tons*, light commercial air conditioners ranging up to 20 tons, insulation, grills, sheet metal and other ductwork, copper tubing, concrete pads, and tape. In addition, the Company also sells products such as electric and gas heating units, air-to-air heat pumps and rooftop equipment. Sales of air conditioning and heating equipment accounted for approximately 66% and 63% of the distribution subsidiaries' revenues for 1994 and the nine months ended September 30, 1995, respectively. Sales of parts and supplies (currently approximately 28,000 different parts and supplies) comprised the remaining portions of revenues. In 1994 and the nine months ended September 30, 1995, purchases of Rheem products represented approximately 57% and 55%, respectively, of the aggregate purchases of the Company's distribution subsidiaries. DISTRIBUTION AND SALES. The Company operates out of 70 branch warehouses located in regions of the sunbelt which the Company believes have favorable demographic trends. The Company maintains well-stocked inventories at each warehouse location to meet the immediate needs of its customers. This is accomplished by transporting inventory between warehouses daily and either directly delivering products to customers with the Company's fleet of 137 trucks or making the products available for pick-up at the nearest branch. The Company has 111 commissioned salespeople who average 16 years of experience in the residential central air conditioning equipment industry. CUSTOMERS AND CUSTOMER SERVICE. The Company sells to contractors and dealers who service the new construction and replacement markets for residential and light commercial central air conditioners. In 1995, the Company served over 13,600 customers, with no single customer accounting for more than 2% of consolidated revenues. The Company focuses on providing products where and when the customer needs them, technical support by phone or on site as required, and quick and efficient service at the branch locations. Management believes that the Company successfully competes with other distributors in the residential and light commercial central air conditioning market primarily on the basis of its experienced sales organization, strong service support, high quality reputation, extensive branch network and broad product lines. MANUFACTURING OPERATIONS The Company produces over 4,000 electronic and mechanical components for air conditioning, heating and refrigeration equipment that are sold to over 5,000 wholesale distributors and OEMs, with no single customer accounting for more than 1% of consolidated revenues. The Company's products include: components, such as line tap and specialty valves, motor compressor protectors, liquid sight glasses, warm air controls; and equipment, such as vacuum pumps, and refrigerant recovery systems. Many of the Company's products are patented and compete in the market place based on uniqueness as well as quality and price. The Company's OEM customers include most of the major air conditioning manufacturers, including Rheem, Carrier Air Conditioning, Inc., and Inter-City Products Corporation. The Company conducts research and development to improve the quality and performance of its manufactured products and to develop new products and product line improvements. The Company performs research and development both in-house and by extensive field testing of products. The Company's engineering staff, consisting of 11 employees, develops new customized products to end-user specification and continuously improves, supplements and enhances product lines with newly developed products. - -------------------- * The cooling capacity of air conditioning units is measured in tons. One ton of cooling capacity is equivalent to 12,000 BTUs and is generally adequate to air condition approximately 500 square feet of residential space. - 17 - RELATIONSHIP WITH RHEEM MANUFACTURING COMPANY Rheem is the second largest manufacturer of residential central air conditioning equipment in the United States with a reputation for a high quality, competitively-priced product line. The Company is the leading distributor of Rheem products and is an authorized distributor of Rheem products in the State of Florida, the eastern half of Texas, southern and central California, the western half of North Carolina, the Phoenix and Tucson, Arizona metropolitan areas, the Las Vegas, Nevada metropolitan area, the Shreveport and Monroe, Louisiana metropolitan areas, the Fort Smith and Jonesboro, Arkansas metropolitan areas, the Mobile, Alabama metropolitan area, the County of Decatur, Georgia, and substantially all of the countries of South America, Central America and the Caribbean (excluding principally Brazil, Chile, Peru, Mexico, and Puerto Rico). Additionally, the Company is authorized to distribute the Weatherking brand of air conditioners, also manufactured by Rheem, in substantially all of South America, Central America and the Caribbean. Pursuant to the Company's distribution agreements with Rheem, Rheem is obligated to offer the Company all of the same programs, prices, terms and conditions offered to competing distributors of Rheem brand products in the same territories. Management believes that the Company maintains a unique and mutually beneficial relationship with Rheem, which owns 20% of Gemaire and Comfort Supply and 50% of Heating & Cooling. The Company has the option to increase its ownership in Heating & Cooling to 50.25%. Pursuant to shareholder agreements with the Company, Rheem has the right to designate directors to two of the five seats on Gemaire's Board of Directors and three of the seven seats on Heating & Cooling's and Comfort Supply's Boards of Directors, as well as the right to approve fundamental corporate changes with respect to the business and corporate structures of Gemaire, Heating & Cooling and Comfort Supply. See "Business -- Distribution Operations." The Company's distribution subsidiaries (other than Heating & Cooling) have distribution agreements with Rheem. Two of the distribution agreements will expire in 1998, and the third can be terminated at any time without cause by either party. Heating & Cooling's distribution agreement expired in September 1995. Heating & Cooling continues to distribute Rheem products, and the Company expects that Heating & Cooling will enter into a new distribution agreement with Rheem on substantially similar economic terms. Under Gemaire's distribution agreement, Gemaire's sales of competitive products from other manufacturers in any 12-month period must be less than 5% of its sales of Rheem products. Under Comfort Supply's distribution agreement, Comfort Supply is permitted to continue to sell, without restriction, competitive products substantially similar to those carried by Comfort Supply at the time it entered into its distribution agreement (the "Permitted Competitive Products"). Comfort Supply may also sell competitive products ("Other Products"), in addition to the Permitted Competitive Products, in any 12-month period as long as such sales of Other Products are less than 10% of the sum of (i) its sales of Rheem products plus (ii) its sales of Permitted Competitive Products. The shareholder agreement, as amended, between the Company and Rheem with respect to Gemaire provides, among other things, that annually during any Election Period after the year ended December 31, 1992, the Company can "put" its ownership interest in Gemaire to Rheem, and, that annually during any Election Period after the year ended December 31, 1997, Rheem can "call" the Company's ownership interest in Gemaire, at a price based on a valuation formula (the "Gemaire Put/Call"). The Gemaire Put/Call purchase price is the Company's ownership percentage multiplied by the greater of (i) an amount equal to (a) seven times the average of Gemaire's highest EBIT (earnings before interest and taxes) for each of the three out of the four full fiscal years immediately preceding the date the purchase price is being calculated, less (b) the total amount of Gemaire's interest-bearing bank debt, as reflected in the most recent fiscal year audited financial statements; or (ii) an amount equal to (a) Gemaire's tangible net book value as of the closing of the Gemaire Put/Call, plus (b) goodwill arising out of the acquisition of Gemaire. See "Risk Factors - -- Put/Call Agreements with Rheem Manufacturing Company" and Note 10 to the Company's Consolidated Financial Statements. The shareholder agreement, as amended, between the Company and Rheem with respect to Heating & Cooling provides, among other things, that annually during any Election Period after the year ended December - 18 - 31, 1992, the Company can "put" its stock in Heating & Cooling to Rheem and, that annually during any Election Period after the year ended December 31, 1997, Rheem can "call" the Company's stock in Heating & Cooling pursuant to a valuation formula (the "H&C Put/Call"). The H&C Put/Call purchase price is the Company's ownership percentage multiplied by the greater of (i) an amount (the "H&C EBIT Valuation") equal to (a) six times Heating & Cooling's highest annual EBIT during the four full fiscal years immediately preceding the date of the exercise of the H&C Put/Call (the "H&C Exercise Date") less (b) the sum of (1) the amount of Heating & Cooling's long-term interest-bearing bank debt, inclusive of current portion, as of the date of the balance sheet for the fiscal year immediately preceding the H&C Exercise Date (the "Debt"), less (2) the amount of such Debt then guaranteed by Watsco and less (3) the product of (A) Heating & Cooling's working capital (determined in accordance with generally accepted accounting principles) and (B) the quotient obtained by dividing Heating & Cooling's Debt by the sum of its Debt and stockholders' equity (determined in accordance with generally accepted accounting principles), less (c) a working capital adjustment, as defined below; or (ii) the amount equal to (a) Heating & Cooling's tangible net book value as of the closing of the H&C Put/Call, plus (b) the goodwill arising out of the acquisition of Heating & Cooling by the Company, plus (c) $5,000,000. The working capital adjustment referred to above is the amount, if any, by which (i) certain components of working capital of Heating & Cooling (accounts receivable and inventory less accounts payable and accrued expenses) at the end of the year used to calculate the H&C EBIT Valuation are greater than the net total of (ii) those same components of working capital as of the date of the balance sheet for the fiscal year immediately preceding the H&C Exercise Date, except that such adjustment may not exceed $6,000,000. See "Risk Factors -- Put/Call Agreements with Rheem Manufacturing Company" and Note 10 to the Company's Consolidated Financial Statements. The shareholder agreement, as amended, between the Company and Rheem with respect to Comfort Supply provides, among other things, that annually during any Election Period after the year ended December 31, 1996, the Company can "put" its stock in Comfort Supply to Rheem and, that annually during any Election Period after the year ended December 31, 1997, Rheem can "call" the Company's stock in Comfort Supply pursuant to a valuation formula (the "Comfort Supply Put/Call"). The Comfort Supply Put/Call purchase price is the Company's ownership percentage multiplied by the greater of (i) an amount equal to seven times the average of Comfort Supply's highest EBIT for each of the three out of the four full fiscal years immediately preceding the date the purchase price is being calculated or (ii) an amount equal to (a) Comfort Supply's tangible net book value as of the closing of the Comfort Supply Put/Call, plus (b) any remaining goodwill arising out of the acquisition of Comfort Supply, plus (c) $2,000,000. See "Risk Factors -- Put/Call Agreements with Rheem Manufacturing Company" and Note 10 to the Company's Consolidated Financial Statements. PERSONNEL SERVICES Dunhill, founded in 1952, is one of the nation's best known personnel service networks. Through franchised, licensed, and company-owned offices in 38 states, Puerto Rico and Canada, Dunhill provides permanent placement and temporary help services to business, professional and service organizations, government agencies, health care providers, and other employers. As of December 31, 1995, Dunhill's operations consisted of 115 franchised permanent placement offices and 18 franchised, 5 licensed, and 14 company-owned temporary personnel service offices. Dunhill's franchisees operate their businesses autonomously within the framework of the Company's policies and standards, and recruit, employ, and pay their own employees, including temporary employees. Dunhill's permanent placement division recruits primarily middle-management, sales, technical, administrative, and support personnel for permanent employment in a wide variety of industries and positions. The fees paid by employers to Dunhill for its permanent placement services are typically contingent upon the Company's successful placement of an employee and are generally a percentage of the annual compensation to be paid to the new employee. Dunhill receives an initial fee from all licensees and franchisees, and on-going revenues from (i) temporary help licensees of approximately 7% of the licensee's gross receipts and (ii) royalty fees from permanent placement and temporary help franchisees of approximately 7% and 1 1/2% to 3%, respectively, of gross franchisee receipts. Licenses and franchises are generally granted for 5 and 10 year terms, - 19 - respectively, and are typically renewable at the option of the licensee or franchisee for additional terms of 5 and 10 years, respectively. COMPETITION All of the Company's businesses operate in highly competitive environments. The Company's distribution business competes with a number of independent distributors and those major air conditioner manufacturers who distribute a significant portion of their products through factory-owned distribution organizations. Many of the factory-owned distribution organizations are larger and have greater financial resources than those of the Company. Competition within any given geographic market is based upon product availability, customer service, price and quality. The Company's manufacturing business has several major competitors, a few of which are larger and have greater financial resources. Dunhill competes with numerous other large and small national, regional, and local personnel service providers. Competitive pressures or other factors could cause the Company's products or services to lose market acceptance or result in significant price erosion, all of which would have a material adverse effect on the Company's profitability. - 20 - MANAGEMENT Certain information concerning directors and executive officers of the Company and the Presidents of the principal subsidiaries of the Company is set forth below:
NAME AGE POSITION WITH THE COMPANY - ---- --- ------------------------- DIRECTORS AND EXECUTIVE OFFICERS Albert H. Nahmad 55 Chairman of the Board and President Ronald P. Newman 49 Chief Financial Officer, Secretary and Treasurer D.A. Coape-Arnold 78 Director David B. Fleeman(1) 82 Director James S. Grien(2) 38 Director Paul F. Manley(1)(3) 59 Director Bob L. Moss(2) 48 Director Roberto Motta 82 Director Alan H. Potamkin 47 Director PRINCIPAL SUBSIDIARY PRESIDENTS Kenneth A. Perkins 58 President of Gemaire Donald H. Huslage 64 President of Heating & Cooling Eric A. Young 37 President of Comfort Supply Michael B. Huff 34 President of Central Air Conditioning Neal Fischer 44 President of Watsco Components, Inc. Daniel H. Abramson 46 President of Dunhill - --------------------- (1) Member of the Compensation Committee of the Board of Directors. (2) Member of the Stock Option Committee of the Board of Directors. (3) Member of the Audit Committee of the Board of Directors.
ALBERT H. NAHMAD has served as Chairman of the Board and President of the Company since 1973. Mr. Nahmad is the general partner of Alna Capital Associates, a New York limited partnership, which is the principal shareholder of the Company. Mr. Nahmad also serves as a director of American Bankers Insurance Group. RONALD P. NEWMAN has served as Chief Financial Officer, Secretary and Treasurer of the Company since 1982. Prior to joining the Company, Mr. Newman, a certified public accountant, was associated with the accounting firm of Arthur Young & Company from 1977 to 1982. D.A. COAPE-ARNOLD has been a director of the Company since 1981. Since 1988, Mr. Coape-Arnold has also served as Chairman of the Board and Chief Executive Officer of Dunhill. From 1982 to present, Mr. Coape-Arnold has served as a consultant for a variety of businesses. From 1978 until 1982, he served as Vice President of The Wickes Corporation, a diversified New York Stock Exchange company. From 1961 to 1978, Mr. Coape-Arnold served as Vice President and Group Executive of W.R. Grace & Co., a diversified New York Stock Exchange company. DAVID B. FLEEMAN has been a director of the Company since 1977. Since 1956, Mr. Fleeman has served as the Managing Partner of Fleeman Builders, a Florida general partnership engaged primarily in real estate development. - 21 - JAMES S. GRIEN has been a director of the Company since 1994. Mr. Grien is a Managing Director in the Investment Banking Group of Prudential Securities Incorporated and has been employed by Prudential Securities Incorporated in various positions since 1989. PAUL F. MANLEY has been a director of the Company since 1984. Mr. Manley served as Executive Director of the law firm of Holland & Knight from 1987 to 1991. From 1982 to 1987, Mr. Manley served as Vice President of Planning at Sensormatic Electronics Corporation, a publicly held manufacturer of electronic article surveillance systems. Prior to 1982, Mr. Manley served as the Managing Partner of the Miami office of Arthur Young & Company. BOB L. MOSS has been a director of the Company since 1992. Since 1986 Mr. Moss has served as President and Chief Executive Officer of Centex-Rooney Enterprises, Inc., Florida's largest general contractor. ROBERTO MOTTA has been a director of the Company since 1975. Mr. Motta has been engaged as a private investor in various business activities for more than five years. ALAN H. POTAMKIN has been a director of the Company since 1994. Since 1970, Mr. Potamkin has served as President of Potamkin Companies, one of the nation's largest retail automobile dealers. KENNETH A. PERKINS, a co-founder of Gemaire in 1969, has served as its President since 1987. From 1969 to 1987, he served as Gemaire's Vice President - -- Marketing. Mr. Perkins has over 29 years of experience in the air conditioning industry. DONALD H. HUSLAGE has served as President of Heating & Cooling since 1995. Mr. Huslage has also served from 1993 to present as Chairman of the Board of Comfort Supply and from 1990 to 1993 as President of Comfort Supply. ERIC A. YOUNG has served as President of Comfort Supply since 1993. From 1991 to 1993 he was employed as Executive Vice President of Comfort Supply. MICHAEL B. HUFF has served as President of Central Air Conditioning since 1995. From 1978 to 1995 he was employed in various capacities by Central Air Conditioning. NEAL FISCHER joined the Company in 1986 and has served as President of the Company's manufacturing subsidiaries since 1991. From 1986 to 1991 he served as Controller of the Company's manufacturing subsidiaries. DANIEL H. ABRAMSON has served as President of Dunhill since 1994. From 1992 to 1994, he served as Executive Vice President of Dunhill's professional search division. From 1986 to 1992, he owned and operated Dunhill Professional Search of Providence, Inc., a Dunhill franchisee. The Company's Articles of Incorporation provide for the Board of Directors to have up to nine members, to be divided as nearly as possible in three equal divisions to serve in staggered terms of three years. Each division currently consists of one director to be elected by the holders of Common Stock and two directors to be elected by the holders of Class B Common Stock. The number of members comprising the Board of Directors is presently set at eight, three of whom are Common Stock directors and five of whom are Class B directors. At present Messrs. Manley (Common Stock), Nahmad (Class B) and Coape-Arnold (Class B) serve until the 1996 annual meeting of shareholders, Messrs. Potamkin (Common Stock) and Motta (Class B) serve until the 1997 annual meeting of shareholders and Messrs. Grien (Common Stock), Fleeman (Class B) and Moss (Class B) serve until the 1998 annual meeting of shareholders. - 22 - SELLING SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of the Company's Common Stock by the Selling Shareholders as of the date of this Prospectus, and as adjusted to reflect the sale of the Common Stock offered hereby.
CLASS B COMMON STOCK COMMON STOCK ------------------------------------------------------------ -------------------- BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP BENEFICIAL PRIOR TO OFFERING AFTER OFFERING OWNERSHIP -------------------- -------------------- -------------------- NUMBER OF % OF NUMBER OF NUMBER OF % OF NUMBER OF % OF SHARES CLASS SHARES OFFERED SHARES CLASS SHARES CLASS ---------- ------- -------------- ---------- ------- ---------- ------- Alna Capital Associates(1) 162,510 3.4% 25,720 136,790 2.4% 677,345 41.2% 505 Park Avenue New York, NY 10022 Albert H. Nahmad(2) 469,685 9.2 50,000 419,685 6.9 1,183,559 60.4 2665 S. Bayshore Drive Suite 901 Miami, FL 33133 Oliver M. Butler and 286,405 6.0 286,405 -- -- -- -- Marjorie E. Butler Declaration of Trust(3) 6978 Del Cerro Blvd. San Diego, CA 92120 O.M. Butler(4) 294,280 6.1 7,875 -- -- -- -- 6978 Del Cerro Blvd. San Diego, CA 92120 Ronald P. Newman(5) 91,415 1.9 30,000 61,415 1.0 51,416 3.4 2665 S. Bayshore Drive Suite 901 Miami, FL 33133 - -------------------------------------- (1) Alna Capital Associates is a New York limited partnership of which Mr. Nahmad owns a 43% interest and is the sole general partner ("Alna Capital"). Mr. Nahmad is Chairman of the Board and President of the Company. See "Management." The number of shares of Class B Common Stock indicated includes (i) 512,211 shares directly owned and (ii) 165,134 shares issuable upon the conversion of the Company's Convertible Debentures. (2) Includes 162,510 shares of Common Stock and 677,345 shares of Class B Common Stock indicated as beneficially owned by Alna Capital. See footnote (1) above. The number of shares of Common Stock indicated also includes (i) 8,401 shares directly owned; (ii) 8,599 shares owned pursuant to the Watsco, Inc. Profit Sharing Retirement Plan; (iii) 3,300 shares owned by Mr. Nahmad's children; and (iv) 286,875 shares issuable upon the exercise of presently exercisable options granted pursuant to the Company's 1991 Stock Option Plan. The number of shares of Class B Common Stock indicated includes (i) 192,955 shares directly owned; (ii) 291,375 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan; and (iii) 21,884 shares issuable upon the conversion of the Company's Convertible Debentures. - 23 - (3) The Oliver M. Butler and Marjorie E. Butler Declaration of Trust is a trust organized under the laws of California and Mr. Butler and his wife are Co-Trustees. (4) The number of shares of Common Stock indicated (i) includes 286,405 shares owned by the Oliver M. Butler and Marjorie E. Butler Declaration of Trust and (ii) 7,875 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan. Mr. Butler served as Chairman of the Board of Heating & Cooling and as a director of the Company from October 1990 until his resignation in December 1995. (5) The number of shares of Common Stock indicated includes (i) 3,513 shares directly owned; (ii) 4,420 shares owned pursuant to the Watsco, Inc. Profit Sharing Retirement Plan; (iii) 1,702 shares owned by Mr. Newman's spouse; and (iv) 81,780 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan. The number of shares of Class B Common Stock indicated includes (i) 14,403 shares directly owned and (ii) 37,013 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan. Mr. Newman is Chief Financial Officer, Secretary and Treasurer of the Company. See "Management."
- 24 - UNDERWRITING The Underwriters named below (the "Underwriters"), for whom Prudential Securities Incorporated is acting as the representative (the "Representative"), have severally agreed, subject to the terms and conditions contained in the Underwriting Agreement, to purchase from the Company and the Selling Shareholders the number of shares of Common Stock set forth below opposite their respective names:
NUMBER UNDERWRITER OF SHARES ----------- --------- Prudential Securities Incorporated..................... --------- Total......................................... 1,400,000 =========
The Company and the Selling Shareholders are obligated to sell, and the Underwriters are obligated to purchase, all of the shares of Common Stock offered hereby if any are purchased. The Underwriters, through the Representative, have advised the Company and the Selling Shareholders that they propose to offer the Common Stock initially at the public offering price set forth on the cover page of this Prospectus; that the Underwriters may allow to selected dealers a concession of $_______ per share; and that such dealers may reallow a concession of $______ per share to certain other dealers. After the public offering, the offering price and the concessions may be changed by the Representative. The Company has granted to the Underwriters an option, exercisable for 30 days from the date of this Prospectus, to purchase up to 210,000 additional shares of Common Stock at the initial public offering price, less underwriting discounts and commissions, as set forth on the cover page of this Prospectus. The Underwriters may exercise such option solely for the purpose of covering over-allotments incurred in the sale of the shares of Common Stock offered hereby. To the extent such option to purchase is exercised, each Underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of such additional shares as the number set forth next to such Underwriter's name in the preceding table bears to 1,400,000 shares. The Company and the Selling Shareholders have agreed to indemnify the several Underwriters or contribute to losses arising out of certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Company, each of the Company's directors and executive officers and the Selling Shareholders holding 325,980 shares of Common Stock (excluding the shares of Common Stock offered hereby) and 812,652 shares of Class B Common Stock have agreed that they will not, directly or indirectly, without the prior written consent of the Representative on behalf of the Underwriters for a period of 120 days after the date of this Prospectus, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell - 25 - or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of an option to purchase or other disposition) of any shares of Common Stock or Class B Common Stock or any securities convertible into, or exchangeable or exercisable for, shares of Common Stock or Class B Common Stock, except for issuances pursuant to the exercise of employee stock options outstanding as of the date of this Prospectus or pursuant to the terms of convertible securities of the Company outstanding as of the date of this Prospectus. James S. Grien, a director of the Company, is a Managing Director in the Investment Banking Group of Prudential Securities Incorporated, the Representative. LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida. Certain legal matters will be passed upon for the Underwriters by King & Spalding. King & Spalding will rely upon the opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. as to all matters of Florida law. EXPERTS The financial statements, schedules and five-year selected financial data included in this Prospectus and elsewhere in the registration statement, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP, independent certified public accountants, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements of Three States as of December 31, 1994 and for the period then ended included in this Prospectus have been audited by Rhea & Ivy, P.L.C., independent certified public accountants, as stated in their report appearing herein, and have been so included in reliance upon the authority of said firm as experts in accounting and auditing. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the Public Reference Section of the Commission maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048, and at Suite 1400, 500 W. Madison Street, Chicago, Illinois 60661, and copies of such material may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 or the American Stock Exchange, 86 Trinity Place, New York, New York 10006. This Prospectus constitutes a part of a Registration Statement on Form S-3 filed by the Company with the Commission under the Securities Act of 1933, as amended. This Prospectus omits certain information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the securities offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and in such instance reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. - 26 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company (File No. 1-5581) with the Commission are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995; and (3) the Company's Registration Statement on Form 8-A filed May 4, 1994, registering the Company's Common Stock under Section 12(b) of the Exchange Act. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the termination of the offering of the Common Stock registered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that the statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon a written or oral request of such person, a copy of any or all of the foregoing documents incorporated by reference into this Prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Request for such copies should be delivered to Ronald P. Newman, Chief Financial Officer, 2665 South Bayshore Drive, Miami, Florida 33133, telephone (305) 858-0828. - 27 - INDEX TO FINANCIAL STATEMENTS PAGE ---- REGISTRANT WATSCO, INC. AND SUBSIDIARIES - Report of Independent Certified Public Accountants - Arthur Andersen LLP................................................ F-2 Consolidated Balance Sheets as of December 31, 1993, December 31, 1994 and September 30, 1995 (unaudited)................................. F-3 Consolidated Statements of Income for the Years Ended December 31, 1992, December 31, 1993 and December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited)...................... F-4 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1992, December 31, 1993 and December 31, 1994 and for the Nine Months Ended September 30, 1995 (unaudited)............... F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 1992, December 31, 1993 and December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited)...... F-6 Notes to Consolidated Financial Statements.............................. F-7 BUSINESS TO BE ACQUIRED THREE STATES SUPPLY COMPANY, INC. - Report of Independent Certified Public Accountants - Rhea & Ivy, P.L.C.. F-21 Balance Sheets as of December 31, 1994 and September 30, 1995 (unaudited)..................................... F-22 Statements of Income and Retained Earnings for Year Ended December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited)............................ F-23 Statements of Cash Flows for the Year Ended December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited)...... F-24 Notes to Financial Statements........................................... F-25 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Unaudited Pro Forma Combined Balance Sheet as of September 30, 1995..... F-31 Unaudited Pro Forma Combined Statements of Income for the Year Ended December 31, 1994 and for the Nine Months Ended September 30, 1995................................................. F-32 Notes to Unaudited Pro Forma Combined Financial Statements.............. F-34 F-1 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF WATSCO, INC.: We have audited the accompanying consolidated balance sheets of Watsco, Inc. (a Florida corporation) and subsidiaries as of December 31, 1993 and 1994, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Watsco, Inc. and subsidiaries as of December 31, 1993 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. We have also audited, in accordance with generally accepted auditing standards, the balance sheets as of December 31, 1990, 1991 and 1992, and the related statements of income, shareholders' equity and cash flows for each of the two years in the period ended December 31, 1992 (none of which are presented herein), and have expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the selected financial data for each of the five years in the period ending December 31, 1994, appearing on page 10, is fairly stated in all material respects in relation to the financial statements from which it has been derived. ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, March 13, 1995 (except with respect to the matters discussed in Note 15, as to which the date is January 18, 1996). F-2
WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) DECEMBER 31, ------------------- SEPTEMBER 30, 1993 1994 1995 -------- -------- ------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents ........................................... $ 1,093 $ 1,744 $ 3,190 Marketable securities ............................................... 1,501 3,227 1,281 Accounts receivable, net ............................................ 30,257 34,811 47,413 Inventories ......................................................... 48,959 49,259 61,654 Prepaid expenses and other current assets ........................... 4,875 4,608 5,123 -------- -------- -------- Total current assets ................................................... 86,685 93,649 118,661 -------- -------- -------- Property, plant and equipment, net ..................................... 6,554 8,829 10,537 Intangible assets, net ................................................. 13,449 13,164 14,353 Other assets ........................................................... 2,997 4,022 4,014 -------- -------- -------- $109,685 $119,664 $147,565 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations ............................ $ 1,069 $ 1,781 $ 744 Borrowings under revolving credit agreements ........................ 26,151 32,034 49,433 Accounts payable .................................................... 15,483 13,108 15,921 Accrued liabilities ................................................. 4,720 6,631 7,578 -------- -------- -------- Total current liabilities .............................................. 47,423 53,554 73,676 -------- -------- -------- Long-term obligations: Bank and other debt ................................................. 3,672 2,719 4,026 Subordinated note ................................................... 2,500 2,500 2,500 Convertible subordinated debentures ................................. 1,676 1,505 1,341 -------- -------- -------- 7,848 6,724 7,867 -------- -------- -------- Deferred income taxes .................................................. 1,107 713 638 Minority interests ..................................................... 11,553 11,857 12,780 Commitments and contingencies (Notes 2 and 12) Shareholders' equity: Common Stock, $.50 par value, 4,596,648, 4,658,010 and 4,783,129 shares issued and outstanding in 1993 and 1994 and September 30, 1995, respectively ..................... 2,298 2,329 2,392 Class B Common Stock, $.50 par value, 1,487,928, 1,492,725 and 1,485,171 shares issued and outstanding in 1993 and 1994 and September 30, 1995, respectively ..................... 744 746 742 Paid-in capital ..................................................... 18,131 18,565 19,205 Retained earnings ................................................... 20,581 25,176 30,265 -------- -------- -------- Total shareholders' equity ............................................. 41,754 46,816 52,604 -------- -------- -------- $109,685 $119,664 $147,565 ======== ======== ========
The accompanying notes to consolidated financial statements are an integral part of these balance sheets. F-3
WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, ----------------------------------- --------------------- 1992 1993 1994 1994 1995 -------- -------- -------- -------- -------- (UNAUDITED) Revenues: Net sales.............................. $169,140 $203,067 $253,433 $191,424 $226,689 Service fees and royalties ............ 25,493 27,589 30,298 22,460 23,501 -------- -------- -------- -------- -------- Total revenues............................ 194,633 230,656 283,731 213,884 250,190 -------- -------- -------- -------- -------- Costs and expenses: Cost of sales.......................... 129,262 157,213 197,397 148,183 175,603 Direct service expenses................ 19,812 21,513 23,122 17,035 18,040 Selling, general and administrative expenses............................. 35,629 40,540 48,169 36,036 41,020 -------- -------- -------- -------- -------- Total costs and expenses ................. 184,703 219,266 268,688 201,254 234,663 -------- -------- -------- -------- -------- Operating income.......................... 9,930 11,390 15,043 12,630 15,527 -------- -------- -------- -------- -------- Other income (expense): Investment income, net................. 401 383 140 82 181 Interest expense ...................... (3,197) (2,756) (3,155) (2,278) (3,064) Insurance proceeds .................... - 1,130 - - - -------- -------- -------- -------- -------- (2,796) (1,243) (3,015) (2,196) (2,883) -------- -------- -------- -------- -------- Income before income taxes and minority interests................. 7,134 10,147 12,028 10,434 12,644 Income taxes.............................. (2,746) (3,819) (4,630) (4,065) (4,867) Minority interests ....................... (1,470) (1,287) (1,636) (1,446) (1,744) -------- -------- -------- -------- -------- Net income................................ $2,918 $5,041 $5,762 $4,923 $ 6,033 ====== ====== ====== ====== ======== Primary earnings per share ............... $.70 $.85 $.89 $.77 $.91 ==== ==== ==== ==== ==== Fully diluted earnings per share ......... $.64 $.82 $.87 $.74 $.87 ==== ==== ==== ==== ====
The accompanying notes to consolidated financial statements are an integral part of these statements. F-4
WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (IN THOUSANDS, EXCEPT PER SHARE DATA) COMMON STOCK RECEIVABLE ----------------------- PAID-IN RETAINED FROM STOCK SHARES AMOUNT CAPITAL EARNINGS ISSUANCE --------- ---------- ---------- ---------- ---------- BALANCE AT DECEMBER 31, 1991 ......... 3,733,628 $ 1,867 $ 3,612 $ 15,392 $ (39) 5% stock dividend .................... 186,447 93 1,132 (1,225) Conversion of debentures into Common Stock ................. 126,434 63 705 Issuance of Common Stock ............. 79,200 40 523 Contribution to 401(k) plan .......... 11,788 6 92 Exercise of stock options ............ 259,641 130 512 Common stock cash dividends, $.150 per share of Common Stock and $.143 per Class B share ........... (588) Reduction of receivable from stock issuance .................... 39 Net income ........................... 2,918 ---------- ---------- ---------- ---------- ---------- BALANCE AT DECEMBER 31, 1992 ......... 4,397,138 2,199 6,576 16,497 -- Conversion of debentures into Common Stock ................. 444,009 222 2,385 Issuance of Common Stock ............. 1,200,000 600 8,895 Contribution to 401(k) plan .......... 12,847 6 105 Exercise of stock options ............ 30,582 15 170 Common stock cash dividends, $.16 per share of Common Stock and $.16 per Class B share ............ (887) Dividends on 6.5% Series A preferred stock of subsidiary ..... (70) Net income ........................... 5,041 ---------- ---------- ---------- ---------- ---------- BALANCE AT DECEMBER 31, 1993 ......... 6,084,576 3,042 18,131 20,581 -- Conversion of debentures into Common Stock ................. 28,330 14 178 Contribution to 401(k) plan .......... 12,680 6 131 Exercise of stock options ............ 25,149 13 125 Common stock cash dividends, $.17 per share of Common Stock and $.17 per Class B share ............ (1,037) Dividends on 6.5% Series A preferred stock of subsidiary ..... (130) Net income ........................... 5,762 ---------- ---------- ---------- ---------- ---------- BALANCE AT DECEMBER 31, 1994 ......... 6,150,735 3,075 18,565 25,176 -- Conversion of debentures into Common Stock (unaudited) ..... 24,403 12 152 Exercise of stock options and warrants (unaudited) ....................... 93,162 47 488 Common stock cash dividends, $.05 per share of Common Stock and $.05 per Class B share (unaudited)........................ (847) Dividends on 6.5% Series A preferred stock of subsidiary (unaudited) ............ (97) Net income (unaudited) ............... 6,033 ---------- ----------- ----------- ---------- ---------- BALANCE AT SEPTEMBER 30, 1995 (UNAUDITED) ......................... 6,268,300 $ 3,134 $ 19,205 $ 30,265 $ -- ========== =========== =========== ========== ==========
The accompanying notes to consolidated financial statements are an integral part of these statements. F-5
WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, -------------------------------- -------------------- 1992 1993 1994 1994 1995 -------- -------- -------- -------- -------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income......................................... $ 2,918 $ 5,041 $ 5,762 $ 4,923 $ 6,033 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization .................. 1,878 1,849 2,345 1,633 2,057 Provision for doubtful accounts ................ 834 315 597 639 575 Net investment gains ........................... (172) (161) (6) (3) (13) Deferred income tax benefit .................... (246) (455) (237) (95) (75) Noncash stock contribution to 401(k) plan ...... 98 111 137 -- -- Minority interests, net of dividends paid ...... 856 549 304 714 926 Changes in operating assets and liabilities, net of effects of acquisitions in 1993 and 1995: Accounts receivable .......................... (2,441) (1,155) (5,151) (7,820) (9,305) Inventories .................................. 969 1,462 (300) (11,839) (6,128) Accounts payable and accrued liabilities ..... 1,635 (5,676) (797) 8,347 2,022 Other, net ................................... (636) (936) (229) 152 (137) -------- -------- -------- -------- -------- Net cash provided by (used in) operating activities ................................... 5,693 944 2,425 (3,349) (4,045) -------- -------- -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Cash used in acquisitions, net of cash acquired ... -- (3,547) -- -- (8,175) Capital expenditures, net ......................... (1,957) (2,994) (4,148) (2,224) (3,165) Net proceeds from (purchases of) marketable securities transactions ........................ 1,044 (906) (2,258) (816) 1,986 -------- -------- -------- -------- -------- Net cash used in investing activities ............. (913) (7,447) (6,406) (3,040) (9,354) -------- -------- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term obligations ............... (1,374) (3,874) (222) (421) (2,145) Net borrowings (repayments) under revolving credit agreements .............................. (5,170) 1,865 5,883 8,063 17,399 Net proceeds from issuances of common stock ....... 957 9,680 138 71 535 Cash dividends .................................... (588) (887) (1,037) (770) (847) Other, net ........................................ 39 (70) (130) (97) (97) -------- -------- -------- -------- -------- Net cash provided by (used in) financing activities ........................... (6,136) 6,714 4,632 6,846 14,845 -------- -------- -------- -------- -------- Net increase (decrease) in cash and cash equivalents ............................... (1,356) 211 651 457 1,446 Cash and cash equivalents at beginning of period .. 2,238 882 1,093 1,093 1,744 -------- -------- -------- -------- -------- Cash and cash equivalents at end of period ........ $ 882 $ 1,093 $ 1,744 $ 1,550 $ 3,190 ======== ======== ======== ======== ======== SUPPLEMENTAL DISCLOSURES: Income taxes paid.................................. $ 1,476 $ 5,215 $ 4,709 $ 2,808 $ 1,639 ======== ======== ======== ======== ======== Interest paid...................................... $ 3,329 $ 3,056 $ 3,149 $ 2,411 $ 1,022 ======== ======== ======== ======== ========
During the year ended December 31, 1994 and the nine months ended September 30, 1995, $192,000 and $164,000, respectively, of 10% Convertible Subordinated Debentures due 1996 were converted into Class B Common Stock. In connection with acquisitions during 1993 and the nine months ended September 30, 1995, the Company assumed liabilities of $19,832,000 and $4,003,000, respectively. (See Notes 8 and 15). The accompanying notes to consolidated financial statements are an integral part of these statements. F-6 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of Watsco, Inc. ("Watsco") and its subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated subsidiaries that are less than wholly-owned include 80% equity interests in Gemaire Distributors, Inc. ("Gemaire") and Comfort Supply, Inc. ("Comfort Supply"), and a 50% equity interest in Heating & Cooling Supply, Inc. ("Heating & Cooling"). Watsco has an option to increase its equity interest in Heating & Cooling to 50.25%. Minority interests in the accompanying consolidated financial statements include the portions of net income and equity of Gemaire, Comfort Supply and Heating & Cooling owned by Rheem Manufacturing Company ("Rheem"). The accompanying unaudited consolidated financial statements as of September 30, 1995 and for the nine months ended September 30, 1994 and 1995 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements of the Company included herein. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the nine months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. REVENUE RECOGNITION The Company recognizes revenue upon shipment of products for its manufacturing and distribution businesses and upon delivery of services for its personnel services business. INVENTORIES Effective January 1, 1994, certain of the Company's subsidiaries changed their method of accounting for inventories from the last-in, first-out ("LIFO") method to the first-in, first-out ("FIFO") method. The Company believes that the FIFO method provides a better matching of current costs and current revenues and provides a more meaningful presentation of these subsidiaries' financial position. These subsidiaries' inventories represented approximately 12% of the Company's consolidated inventories at the date of the change. Following the change, all of the Company's inventories are valued at the lower of FIFO cost or market. The effect of this accounting change was not material to the Company's previously reported or current year results of operations; accordingly, prior year amounts have not been restated. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are carried at cost. Depreciation of property, plant and equipment is provided on the straight-line method. Buildings and improvements are being depreciated over estimated useful lives ranging from 5-40 years. Estimated useful lives for other depreciable assets range from 3-10 years. F-7 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) INTANGIBLE ASSETS Intangible assets, net of accumulated amortization of $1,275,000, $1,639,000 and $1,936,000 at December 31, 1993 and 1994 and September 30, 1995, respectively, consists of goodwill arising from the excess of the cost of acquired businesses over the fair value of their tangible net assets. Goodwill is amortized on a straight-line basis over 40 years. The Company periodically reviews goodwill based upon expectations of undiscounted cash flows and operating income to assess whether recorded amounts are fully recoverable. Amortization expense related to goodwill amounted to $312,000, $358,000, $364,000 and $297,000 in 1992, 1993, 1994 and the nine months ended September 30, 1995, respectively. INCOME TAXES Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, deferred tax assets and liabilities reflect the future tax consequences of the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. CASH AND CASH EQUIVALENTS The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. MARKETABLE SECURITIES Effective January 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The adoption of this statement did not have a material effect on the Company's consolidated operating results or financial position in 1994. At December 31, 1993 and 1994 and September 30, 1995, marketable securities consists primarily of tax exempt municipal bonds. Such marketable securities have been classified as "available for sale" by the Company. At December 31, 1994 and September 30, 1995, the cost of such securities approximates market value. CONCENTRATIONS OF CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable. The Company places its temporary cash investments with high credit quality financial institutions and limits the amount of credit exposure to any one financial institution or investment. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company's customer base, and their dispersion across many different geographical regions. The Company establishes and monitors an allowance for doubtful accounts based on the credit risk of specific customers, historical trends and other information. At December 31, 1993 and 1994 and September 30, 1995, the allowance for doubtful accounts was $3,012,000, $2,681,000 and $3,181,000, respectively. EARNINGS PER SHARE Primary earnings per share is computed by dividing net income, less subsidiary preferred stock dividends in 1993 and 1994 and the nine months ended September 30, 1994 and 1995, by the total of the weighted average number of shares outstanding and common stock equivalents. Fully diluted earnings per share additionally assumes, if dilutive, conversion of the 10% Convertible Subordinated Debentures due 1996 (the "Class B Debentures"), with earnings being increased for interest expense, net of income taxes, that would not have been incurred had conversion taken place at the beginning of the year. F-8 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Shares used to calculate earnings per share (restated in 1992, 1993 and 1994 to reflect a 3-for-2 stock split effected May 15, 1995 -- see Note 15) are as follows:
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, --------------------------------- --------------------- 1992 1993 1994 1994 1995 --------- --------- --------- ---------- --------- (UNAUDITED) Weighted average shares outstanding ....... 3,985,320 5,744,052 6,107,275 6,095,794 6,171,227 Dilutive stock options and warrants ....... 173,763 124,530 218,853 211,888 336,831 --------- --------- --------- --------- --------- Shares for primary earnings per share ..... 4,159,083 5,868,582 6,326,128 6,307,682 6,508,058 Assumed conversion of debenture ........... 816,187 470,461 267,561 274,032 246,278 Additional dilution of stock options and warrants ............................... 116,032 -- 52,573 22,584 175,909 --------- --------- --------- --------- --------- Shares for fully diluted earnings per share 5,091,302 6,339,043 6,646,262 6,604,298 6,930,245 ========= ========= ========= ========= =========
2. INVENTORIES Inventories consists of (in thousands):
DECEMBER 31, SEPTEMBER 30, ------------------------- ------------- 1993 1994 1995 -------- ------- ------------- (UNAUDITED) Raw materials .................. $ 3,921 $ 4,058 $ 4,633 Work-in-process ................ 721 1,152 1,380 Finished goods ................. 44,317 44,049 55,641 ------- ------- ------- $48,959 $49,259 $61,654 ======= ======= =======
Rheem is a major supplier to the Company under long-term distribution agreements. Purchases under these agreements were $90,435,000, $113,117,000 and $93,609,000, or 57%, 57% and 55% of the Company's distribution subsidiaries aggregate purchases in 1993 and 1994 and the nine months ended September 30, 1995, respectively. Included in accounts payable in the consolidated balance sheets are amounts owed to Rheem totaling $6,267,000 and $4,207,000 at December 31, 1993 and 1994, respectively. At December 31, 1994, the Company had non-cancelable purchase commitments to Rheem of approximately $15,890,000. 3. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, consists of (in thousands):
DECEMBER 31, SEPTEMBER 30, -------------------- ------------- 1993 1994 1995 -------- -------- ------------- (UNAUDITED) Land and buildings ............................. $ 3,550 $ 4,023 $ 4,266 Machinery and equipment ........................ 8,990 10,021 11,054 Furniture and fixtures ......................... 3,542 5,461 7,597 -------- -------- -------- 16,082 19,505 22,917 Less: accumulated depreciation and amortization (9,528) (10,676) (12,380) -------- -------- -------- $ 6,554 $ 8,829 $ 10,537 ======== ======== ========
F-9 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. REVOLVING CREDIT AGREEMENTS Borrowings under revolving credit agreements consist of (in thousands):
DECEMBER 31, SEPTEMBER 30, -------------------- ------------- 1993 1994 1995 ------- ------- ------------- (UNAUDITED) Variable-rate revolving note of Gemaire ............................. $ 4,200 $ 7,400 $23,700 Variable-rate revolving note of Heating & Cooling ................... 18,035 19,260 17,833 Variable-rate revolving note of Comfort Supply ...................... 3,916 5,374 7,900 ------- ------- ------- $26,151 $32,034 $49,433 ======= ======= =======
At December 31, 1994, borrowings under the Gemaire revolving note, which expires in 1998, may not exceed $15,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Gemaire's option, interest is at 3/8% below the bank's prime rate or a fixed rate equal to the LIBOR rate plus 1.0% and is payable quarterly. The note is secured by substantially all of Gemaire's assets (with an aggregate carrying value of $23,672,000 at December 31, 1994) and is without recourse to Watsco. In connection with the purchase of certain assets from H.B. Adams, Inc. ("H.B. Adams") on March 13, 1995 (see Note 15), Gemaire amended its existing revolving credit agreement such that aggregate borrowings available under the agreement were increased to $27,000,000. Under the amended agreement, at Gemaire's option, interest is at 1-5/8% below the bank's prime rate, payable quarterly, or a fixed rate equal to the LIBOR rate plus .75%, payable at the end of the fixed period. At December 31, 1994, borrowings under the Heating & Cooling revolving note, which expires in 1995, may not exceed $23,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Heating & Cooling's option, interest is at 1/4% above the bank's prime rate or a fixed rate 1.50% over the lower of the Eurodollar rate or the bank's certificate of deposit rate for deposits of similar duration and is payable monthly. The note is secured by substantially all of Heating & Cooling's assets (with an aggregate carrying value of $33,636,000 at December 31, 1994) and is without recourse to Watsco. In September 1995, Heating & Cooling entered into a new revolving note, which expires in 1998. Under the new revolving note, borrowings may not exceed $25,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Heating & Cooling's option, interest is at 1/2% below the bank's prime rate, or a fixed rate equal to the LIBOR rate plus .90% or the bank's certificate of deposit rate plus .90% or offshore rates for deposits of similar duration and is payable monthly. At December 31, 1994, borrowings under the Comfort Supply revolving note, which expires in 1996, may not exceed $12,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Comfort Supply's option, interest is at the lesser of the bank's prime rate (prime rate less 1-5/8% at September 30, 1995), or a fixed rate equal to the LIBOR rate plus 1.0% (plus .75% at September 30, 1995) and is payable monthly. The note is secured by substantially all of Comfort Supply's assets (with an aggregate carrying value of $15,558,000 at December 31, 1994) and is without recourse to Watsco. The Company expects to extend or obtain replacement financing for the revolving note prior to its expiration. The Company also has an unsecured $3,000,000 line of credit facility with a bank expiring in May 1997. At the Company's option, borrowings under the facility bear interest at the lesser of the bank's prime rate (prime rate less 1-5/8% at September 30, 1995), or a fixed rate equal to the LIBOR rate plus .75% and is payable quarterly. At December 31, 1994 and September 30, 1995, there were no outstanding borrowings under the facility. F-10 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The terms of the Gemaire, Heating & Cooling and Comfort Supply revolving credit agreements restrict the transfer of their net assets and limit the payment of dividends to their shareholders. At December 31, 1994, Watsco's proportionate share of the aggregate net assets of Gemaire, Heating & Cooling and Comfort Supply was $19,812,000 of which $4,296,000 was unrestricted. At December 31, 1993 and 1994, the weighted average interest rate for the borrowings under revolving credit agreements was 5.5% and 7.6%, respectively. The weighted average rates were 7.1%, 5.7% and 6.7% during 1992, 1993 and 1994, respectively. 5. LONG-TERM OBLIGATIONS Bank and other debt (net of current portion) consists of (in thousands):
DECEMBER 31, SEPTEMBER 30, ------------------ ------------- 1993 1994 1995 ------ ------ ------------- (UNAUDITED) 8 1/2% first mortgage note ................. $ 382 $ 254 $ 155 Variable-rate second mortgage note ......... 879 -- 603 Variable-rate term note of Gemaire ......... 1,700 1,300 1,000 Other ...................................... 711 1,165 2,268 ------ ------ ------ $3,672 $2,719 $4,026 ====== ====== ======
At December 31, 1994, the first mortgage note is payable in monthly installments of approximately $13,000, including interest and the second mortgage note has an outstanding principal amount of $879,000 and bears interest at the bank's prime rate (8.5% at December 31, 1994). The first mortgage note had an original maturity in 1988 and the second mortgage note matured during 1995. In August 1995, these notes were combined into a replacement promissory note payable in monthly installments of approximately $13,000, bearing interest at 8.25% and maturing in 2002. The mortgage notes are secured by land and buildings with a net carrying value of $961,000 at December 31, 1994. The Gemaire note, which matures in 1999, is payable in quarterly installments of $100,000, plus interest at a fixed rate of 5.8%. The note is secured along with the amounts outstanding under Gemaire's revolving credit agreement (see Note 4). The subordinated note represents an unsecured note payable to Rheem by Heating & Cooling. The note bears interest at 12%, payable quarterly, and matures in 1998. The Company's convertible subordinated debentures outstanding at December 31, 1994 represent Class B Debentures that may be converted into Class B Common Stock at $6.74 per share. During 1994 and the nine months ended September 30, 1995, Class B Debentures totaling $192,000 and $164,000 were converted into 28,330 and 24,403 shares, respectively, of Class B Common Stock. If conversion does not occur on the remaining Class B Debentures, the Company is required to provide for annual sinking fund payments of $167,000 aggregate principal amount and to redeem the remainder on September 12, 1996. Redemption, at par plus accrued interest, may be made by the Company at any time. At December 31, 1993 and 1994, Class B Debentures in the aggregate principal amount of $1,863,000 and $1,672,000, respectively, were convertible into Class B Common Stock. Directors and an affiliate of the Company owned $1,747,000 and $1,567,500 of Class B Debentures at December 31, 1993 and 1994, respectively. F-11 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Annual maturities of long-term obligations for the years subsequent to December 31, 1994 are as follows: $1,781,000 in 1995; $2,242,000 in 1996; $694,000 in 1997; $3,005,000 in 1998; $180,000 in 1999 and $603,000 thereafter. 6. INCOME TAXES SFAS No. 109 requires the use of the asset and liability approach for financial accounting and reporting for income taxes. As permitted under SFAS No. 109, prior years' financial statements have not been restated. Accordingly, the disclosures beginning in 1993 are in accordance with the new rules. The adoption of this statement did not have a material effect on the consolidated financial position or results of operations of the Company during 1993. The income tax provision consists of (in thousands):
YEAR ENDED DECEMBER 31, ----------------------------------------- 1992 1993 1994 ------- ------- ------- Federal ..................... $ 2,304 $ 3,314 $ 3,991 State ....................... 442 505 639 ------- ------- ------- $ 2,746 $ 3,819 $ 4,630 ======= ======= ======= Current ..................... $ 2,992 $ 4,274 $ 4,867 Deferred .................... (246) (455) (237) ------- ------- ------- $ 2,746 $ 3,819 $ 4,630 ======= ======= ======= A reconciliation of the provision for federal income taxes from the federal statutory income tax rate to the effective income tax rate as reported is as follows:
YEAR ENDED DECEMBER 31, ---------------------------- 1992 1993 1994 ---- ---- ---- Federal statutory rate ...................... 34.0% 34.0% 34.0% State income taxes, net of federal benefit ................................ 4.1 3.3 3.5 Amortization of intangible assets ........... 1.6 1.2 1.0 Other, net .................................. (1.2) (.9) -- ---- ---- ---- 38.5% 37.6% 38.5% ==== ==== ====
The following is a summary of the significant components of the Company's deferred tax assets and liabilities (in thousands):
DECEMBER 31, ---------------------- 1993 1994 ------- ------- Deferred tax assets: Included in other current assets - Accounts receivable reserves............................ $ 1,198 $ 1,005 Capitalized inventory costs and inventory reserves...... 1,724 1,860 Other................................................... 114 217 ------- -------
F-12
WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, -------------------- 1993 1994 ------- ------- $ 3,036 $ 3,082 ------- ------- Included in other noncurrent assets - Net operating loss carryforwards of subsidiary ....... $ 947 $ 868 Other ................................................ -- 211 ------- ------- $ 947 $ 1,079 ------- ------- Deferred tax liabilities: Included in accrued liabilities - Inventory ............................................ $ -- $ (157) Other ................................................ -- (178) ------- ------- $ -- $ (335) ------- ------- Included in noncurrent liabilities - Depreciation and amortization ........................ $ (313) $ (397) Lease transaction .................................... (436) -- Other ................................................ (358) (316) ------- ------- (1,107) (713) ------- ------- Total net deferred tax assets ........................ $ 2,876 $ 3,113 ======= =======
A subsidiary of the Company has available net operating loss carryforwards ("NOLs") of approximately $2.6 million which are available to offset future taxable income in equal annual amounts of approximately $232,000 through 2005. SFAS No. 109 requires that the tax benefit of such NOLs be recorded as an asset to the extent that management assesses the utilization of such NOLs to be more likely than not. Management has determined, based on the subsidiary's recent operating earnings and expectations for the future, that operating income of the subsidiary will be sufficient to fully utilize the available NOLs. 7. STOCK OPTION AND BENEFIT PLANS The Company has the following stock option plans in effect: 1991 Stock Option Plan - for directors, officers and key employees, under which options for an aggregate of 1,372,500 shares of Common Stock and Class B Common Stock may be granted. Options as to 949,099 and 968,699 shares of Common Stock and 373,388 and 375,637 shares of Class B Common Stock have been granted as of December 31, 1994 and September 30, 1995, respectively. The terms of the plan require the option price per share to be equivalent to fair market value. Options are for a term of ten years and may be exercised as determined by the Option Committee. The Option Committee may waive the vesting period and permit options to be exercised immediately. 1983 Executive Stock Option Plan - for directors, officers and key employees. This plan expired in February 1993; therefore, no additional options may be granted. Options as to 48,547 shares of Common Stock and 8,978 shares of Class B Common Stock are outstanding under this plan at December 31, 1994. The terms of the plan required the option price per share to be equivalent to fair market value. Options are for a term of ten years and, generally, may be exercised in annual 20% installments beginning one year after grant. The Option Committee may waive the vesting period and permit options to be exercised immediately. F-13 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Summarized information for the above plans is as follows:
YEAR ENDED DECEMBER 31, SEPTEMBER 30, -------------------------------------- ------------- 1992 1993 1994 1995 ---------- ---------- ---------- ------------- (UNAUDITED) Options outstanding at beginning of period ...................... 872,968 865,711 1,032,612 1,066,286 Granted ......................................................... 837,355 219,750 104,025 31,250 Exercised ....................................................... (801,457) (31,144) (46,426) (22,712) Cancelled ....................................................... (43,155) (21,705) (23,925) (16,088) ---------- ---------- ---------- ---------- Options outstanding at end of period ............................ 865,711 1,032,612 1,066,286 1,058,736 ========== ========== ========== ========== Exercisable at end of period .................................... 263,892 533,685 791,788 873,732 ========== ========== ========== ========== Available for future grant ...................................... 423,034 120,738 50,013 28,164 ========== ========== ========== ========== Average prices of options exercised ............................. $ 5.55 $ 5.00 $ 6.61 $ 6.43 ========== ========== ========== ========== Price range of options outstanding at end of period ..................................................... $ 4.13 $ 4.21 $ 5.00 $ 5.00 to to to to $ 8.50 $ 10.67 $ 11.00 $ 15.25
The Company has a profit sharing retirement plan for its employees (other than Heating & Cooling's) which is qualified under Section 401(k) of the Internal Revenue Code. The Company makes an annual matching contribution equal to 50% of eligible employee compensation deferrals (not to exceed 1.5% of compensation), in cash or the Company's common stock, to the plan on behalf of its employees. Heating & Cooling sponsors a separate 401(k) plan and makes a matching cash contribution. For the years ended December 31, 1992, 1993 and 1994, aggregate contributions to these plans were $165,000, $207,000 and $268,000, respectively. In 1993, Watsco implemented a reverse split-dollar insurance program for its officers providing Watsco with limited interests in the policies including death benefits aggregating approximately $5 million plus any prepaid and unearned premiums. Under the insurance program, the officers retain all incidents of ownership in excess of the Company's limited interests. For the years ended December 31, 1993 and 1994, the Company recorded expense of $45,000 and $49,000, respectively, related to this program. The Company has a Key Executive Non-Qualified Deferred Compensation Plan. At December 31, 1994, there were two individuals participating in this plan. For the years ended December 31, 1992, 1993 and 1994, the Company recorded expense of $95,000, $45,000 and $158,000, respectively, related to this plan. 8. ACQUISITIONS Effective April 23, 1993, Watsco acquired 80% and Rheem acquired 20% of the common stock of Comfort Supply, a Texas-based distributor of residential central air conditioners and related parts and supplies, for approximately $4,022,000. The cash consideration paid by Watsco amounted to $3,418,000 and was made out of a portion of the proceeds from the sale of Watsco's Common Stock completed in February 1993 (see Note 11). On June 12, 1993, Heating & Cooling purchased certain accounts and notes receivable, inventory and other operating assets from Air Conditioning Sales, Inc. ("ACS"), a wholesale distributor of residential central air conditioners and related parts and supplies operating four distribution centers in central California. Consideration for the purchase included the assumption of certain liabilities aggregating $5,080,000 (including $2,042,000 F-14 payable to Rheem), a cash payment of $2,073,000 to an escrow account for the settlement of certain obligations of the seller and a cash payment to the seller of $211,000. In connection with this transaction, Heating & Cooling issued $2,000,000 of its 6.5% Series A Preferred Stock (the "H&C Preferred Stock") to Rheem in settlement of a like amount of accounts payable due Rheem. The H&C Preferred Stock is in preference to the common stock of Heating & Cooling in any dissolution or winding up and may be redeemed at any time at the option of Heating & Cooling. Cumulative dividends are paid annually on January 1. The H&C Preferred Stock is included in minority interests in the accompanying consolidated balance sheets. The above acquisitions were accounted for under the purchase method of accounting and, accordingly, the results of operations of the acquired companies have been included in the consolidated statements of income beginning on the dates of acquisition. The excess of the aggregate purchase price over the tangible net assets acquired of $1,705,000 is being amortized on a straight-line basis over 40 years. The unaudited pro forma information of the Company as if the above acquisitions had occurred on January 1, 1992 and giving effect to the three-for-two stock split, is as follows (in thousands, except per share data):
YEAR ENDED DECEMBER 31, ----------------------------- 1992 1993 ----------- ----------- Revenues ................................... $ 247,376 $ 249,630 Net Income ................................. $ 3,283 $ 5,072 Primary earnings per share ................. $ .71 $ .85 Fully diluted earnings per share ........... $ .65 $ .82
The unaudited pro forma information is not necessarily indicative of either the results of operations that would have occurred had the above companies been acquired and the Company actually been combined during the years presented or of future results of operations of the combined companies. 9. INSURANCE PROCEEDS Following Hurricane Andrew in August 1992, the Company filed insurance claims for business interruption. In June 1993, the Company received net proceeds of $1,130,000 from its insurance carrier. 10. PUT/CALL AGREEMENTS The Company and Rheem have executed a shareholder agreement with respect to Gemaire that provides, among other things that annually during any election period, as defined, after the year ended December 31, 1992, the Company could "put" its ownership interest in Gemaire to Rheem and, after the year ended December 31, 1996, Rheem could "call" the Company's ownership interest in Gemaire, at a price based on a valuation formula. The put/call price is defined as the Company's ownership percentage multiplied by the greater of (i) an amount equal to (a) seven times the average of Gemaire's highest EBIT (earnings before interest and taxes) for each of the three out of the four full fiscal years immediately preceding the date the put/call price is being calculated, less (b) the total amount of Gemaire's interest-bearing bank debt as reflected in the most recent fiscal year audited financial statements or (ii) an amount equal to (a) Gemaire's tangible net book value as of the closing date, plus (b) goodwill arising out of the acquisition of Gemaire. F-15 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the years ended December 31, 1991, 1992, 1993 and 1994, EBIT for Gemaire was $4,449,000, $5,327,000, $6,351,000 and $7,659,000, respectively, and interest-bearing bank debt and book value were $9,100,000 and $11,411,000, respectively, at December 31, 1994. The Company and Rheem have also executed a shareholder agreement with respect to Heating & Cooling which provides, among other things, that annually during any election period, as defined, after the year ended December 31, 1995, the Company can "put" its ownership interest in Heating & Cooling to Rheem and after the year ended December 31, 1996, that Rheem can "call" the Company's ownership interest in Heating & Cooling, at a price based on a valuation formula. The put/call price is defined as the Company's ownership percentage multiplied by the greater of (i) an amount equal to (a) six times Heating & Cooling's highest annual EBIT during the four full fiscal years immediately preceding the date of the exercise less (b) specified long-term debt as of the date of the balance sheet for the fiscal year immediately preceding the exercise date, less (c) a working capital adjustment, as defined, if any; or (ii) an amount equal to (a) Heating & Cooling's tangible net book value as of the closing date, plus (b) the goodwill arising out of the acquisition of Heating & Cooling by the Company, plus (c) $5,000,000. For the years ended December 31, 1991, 1992, 1993 and 1994, EBIT for Heating & Cooling was $4,254,000, $4,708,000, $2,892,000 and $3,532,000, respectively, and its book value was $12,846,000 at December 31, 1994. The specified long-term debt and working capital adjustment, if any, cannot be calculated until the year of exercise. The Company and Rheem have also executed a shareholder agreement with respect to Comfort Supply which provides, among other things, that annually during any election period, as defined, after the year ended December 31, 1996, the Company can "put" its ownership interest in Comfort Supply to Rheem and that Rheem can "call" the Company's ownership interest in Comfort Supply, at a price based on a valuation formula. The put/call price is defined as the Company's ownership percentage multiplied by the greater of: (i) an amount equal to seven times the average of Comfort Supply's highest EBIT for each of the three out of the four full fiscal years immediately prior to the election period or (ii) an amount equal to (a) Comfort Supply's tangible net book value as of the closing date, plus (b) goodwill arising out of the acquisition of Comfort Supply, plus (c) $2,000,000. For the fiscal years ended December 22, 1993 and December 23, 1994, EBIT for Comfort Supply was $2,721,000 and $3,503,000, respectively, and its book value was $5,325,000 at December 22, 1994. See Note 15 for an update of the put/call agreements. Combined summarized financial information of Gemaire, Heating & Cooling and Comfort Supply, net of minority interests, is as follows (in thousands):
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, ------------------------------ -------------------- 1992 1993 1994 1994 1995 -------- -------- -------- -------- ----------- (UNAUDITED) Total revenues......... $146,269 $181,524 $229,796 $174,110 $209,241 ======== ======== ======== ======== ======== Net income ............ $ 3,175 $ 4,555 $ 5,199 $ 4,370 $ 5,557 ======== ======== ======== ======== ======== Total assets .......... $ 59,730 $ 84,749 $ 88,719 $102,826 $116,842 ======== ======== ======== ======== ========
F-16 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 11. SHAREHOLDERS' EQUITY The authorized capital stock of the Company at December 31, 1993 and 1994 is 10,000,000 shares of Common Stock (redesignated from Class A Common Stock in June 1994) and 4,000,000 shares of Class B Common Stock. Common Stock and Class B Common Stock share equally in the earnings of the Company, and are identical in most other respects except (i) Common Stock has limited voting rights, each share of Common Stock being entitled to one vote on most matters and each share of Class B Common Stock being entitled to ten votes; (ii) shareholders of Common Stock are entitled to elect 25% of the Board of Directors (rounded up to the nearest whole number) and Class B shareholders are entitled to elect the balance of the Board of Directors; (iii) cash dividends may be paid on Common Stock without paying a cash dividend on Class B Common Stock and no cash dividend may be paid on Class B Common Stock unless at least an equal cash dividend is paid on Common Stock; and (iv) Class B Common Stock is convertible at any time into Common Stock on a one for one basis at the option of the shareholder. In April 1992, the Company declared a 5% stock dividend on its Common Stock and Class B Common Stock and issued 117,558 shares of Common Stock and 68,889 shares of Class B Common Stock. In September 1992, the Company registered for sale 450,000 shares of its Common Stock and subsequently sold 79,200 shares and realized net proceeds of $563,000. In February 1993, the Company completed the sale of 1,200,000 shares of Common Stock resulting in net proceeds of $9,495,000. In connection with the sale of these shares, the Company deregistered the remainder of the unsold shares related to the September 1992 registration described above. 12. COMMITMENTS AND CONTINGENCIES At December 31, 1994, the Company is obligated under non-cancelable operating leases of real property and equipment used in its operations for minimum annual rentals as follows: $3,704,000 in 1995; $2,769,000 in 1996; $2,264,000 in 1997; $1,327,000 in 1998; $745,000 in 1999 and $903,000 thereafter. Rental expense for the years ended December 31, 1992, 1993 and 1994 was $2,865,000, $3,584,000 and $4,026,000, respectively. The Company is from time to time involved in routine litigation. Based on the advice of litigation counsel, the Company believes that such actions presently pending will not have a material adverse impact on the Company's consolidated financial position or results of operations. 13. INDUSTRY SEGMENT INFORMATION At December 31, 1994, the Company operated principally in two industry segments. Operations in the Climate Control segment are conducted through the Company's three distribution subsidiaries, Gemaire, Heating & Cooling and Comfort Supply, which distribute residential central air conditioners to both the homebuilding and replacement markets. This segment's operations also include the Watsco Components, Inc., Cam-Stat, Inc. and Rho Sigma, Inc. subsidiaries which manufacture and sell air conditioning, heating and refrigeration components and accessories to original equipment manufacturers and the service and repair markets. Operations in the Personnel Services segment are through Dunhill Personnel System, Inc., which provides temporary help and permanent placement services throughout the United States and Canada. There are no sales between industry segments. Operating profit is total revenues less operating expenses. Identifiable assets by industry are those assets that are used in the Company's operations in each segment. Corporate assets consist primarily of cash and cash equivalents, marketable securities and real property. Export sales totaled approximately $4,676,000, $3,555,000 and $6,606,000 for the years ended December 31, 1992, 1993 and 1994, respectively. F-17
WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (IN THOUSANDS) CLIMATE PERSONNEL CONTROL SERVICES OTHER CONSOLIDATED --------- ---------- ------- ------------ YEAR ENDED DECEMBER 31, 1993 Revenues........................................... $ 203,067 $ 27,589 $ 230,656 ======== ========= ========= Operating income................................... $ 12,589 $ 422 $ 13,011 ======== ========= Insurance proceeds................................. 1,130 Interest expense................................... (2,756) Unallocated corporate expenses..................... (1,621) Investment income, net............................. 383 --------- Income before income taxes and minority interests....................................... $ 10,147 ========= Identifiable assets................................ $ 99,628 $ 6,817 $ 106,445 ======== ========= Corporate assets................................... 3,240 --------- Total assets....................................... $ 109,685 ========= Depreciation and amortization...................... $ 1,165 $ 150 $176 $ 1,491 ======== ========= === ========= Capital expenditures, net.......................... $ 2,470 $ 36 $488 $ 2,994 ======== ========= === ========= YEAR ENDED DECEMBER 31, 1994 Revenues........................................... $ 253,433 $ 30,298 $ 283,731 ======== ======== ========= Operating income................................... $ 16,401 $ 1,216 $ 17,617 ======== ======== Interest expense................................... (3,155) Unallocated corporate expenses..................... (2,574) Investment income, net............................. 140 --------- Income before income taxes and minority interests.............................. $ 12,028 ========= Identifiable assets................................ $ 106,415 $ 7,952 $ 114,367 ======== ======== Corporate assets................................... 5,297 --------- Total assets....................................... $ 119,664 ========= Depreciation and amortization...................... $ 1,851 $ 270 $224 $ 2,345 ======== ========= === ========= Capital expenditures, net.......................... $ 3,455 $ 316 $377 $ 4,148 ======== ========= === ========= NINE MONTHS ENDED SEPTEMBER 30, 1995 Revenues........................................... $ 226,689 $ 23,501 $ 250,190 ======== ======== ======== Operating income................................... $ 16,273 $ 882 $ 17,155 ======== ========= Interest expense................................... (3,064) Unallocated corporate expenses..................... (1,628) Investment income, net............................. 181 -------- Income before income taxes and minority interests....................................... $ 12,644 ======== Identifiable assets................................ $ 136,191 $ 7,939 $ 144,130 ======== ======== Corporate assets................................... 3,435 -------- Total assets....................................... $ 147,565 ======== Depreciation and amortization...................... $ 1,685 $ 141 $231 $ 2,057 ======== ========= === ======== Capital expenditures, net.......................... $ 2,338 $ 378 $449 $ 3,165 ======== ========= === ========
F-18 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. UNAUDITED QUARTERLY FINANCIAL DATA Summarized unaudited quarterly results of operations for the years ended December 31, 1993 and 1994 and for the nine months ended September 30, 1995 are as follows (in thousands, except per share data):
1ST 2ND 3RD 4TH QUARTER QUARTER (1) QUARTER QUARTER TOTAL -------- ----------- ------- ------- -------- YEAR ENDED DECEMBER 31, 1993: Revenues............................... $38,652 $59,546 $72,474 $59,984 $230,656 Gross profit........................... 9,031 13,732 16,094 13,073 51,930 Net income ............................ 343 2,216 1,830 652 5,041 Earnings per share (2): Primary.............................. .07 .37 .29 .10 .85 Fully diluted........................ .07 .35 .28 .10 .82 YEAR ENDED DECEMBER 31, 1994: Revenues............................... $55,252 $75,827 $82,805 $69,847 $283,731 Gross profit........................... 13,218 16,717 18,731 14,546 63,212 Net income............................. 690 1,926 2,307 839 5,762 Earnings per share (2): Primary.............................. .11 .30 .36 .13 .89 Fully diluted........................ .11 .29 .35 .13 .87 NINE MONTHS ENDED SEPTEMBER 30, 1995: Revenues............................... $60,321 $91,062 $98,807 Gross profit........................... 14,735 20,144 21,668 Net income............................. 901 2,301 2,831 Earnings per share (2): Primary.............................. .14 .35 .42 Fully diluted........................ .13 .34 .41 (1) The second quarter of 1993 includes the non-recurring receipt of insurance proceeds for business interruption claims made by the Company following Hurricane Andrew, which had the effect of increasing net income by $706,000. Excluding this item, fully diluted earnings per share was $.24 ($.25 primary) for the second quarter of 1993 and $.71 ($.73 primary) for the year ended December 31, 1993. (2) Quarterly earnings per share are calculated on an individual basis and, because of rounding and changes in the weighted average shares outstanding during the year, in total may not equal the amount calculated for the year as a whole.
F-19 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15. SUBSEQUENT EVENTS On March 13, 1995, Gemaire purchased certain accounts receivable, inventory and other operating assets and assumed certain liabilities of H.B. Adams, a wholesale distributor of residential air conditioners and related parts and supplies operating seven branch locations in central Florida. Cash consideration paid by Gemaire totaled approximately $7.8 million and is subject to adjustment upon the completion of an audit of the assets purchased and liabilities assumed. On April 18, 1995, the Company's Board of Directors authorized, for both classes of the Company's common stock, a three-for-two stock split effected in the form of a 50% stock dividend payable on May 15, 1995 to shareholders of record as of April 28, 1995. Shareholders' equity has been restated to give retroactive effect to the stock split for all periods presented by reclassifying from retained earnings or paid-in capital to common stock the par value of the additional shares arising from the split. In addition, all references in the consolidated financial statements to number of shares, per share amounts, stock option data, and market prices of both classes of the Company's common stock have been restated. On June 5, 1995, the shareholders approved and amended the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $.50, to 40,000,000. On October 26, 1995, the Company purchased certain accounts receivable, inventory and other operating assets and assumed certain liabilities of Central Air Conditioning Distributors, Inc., a Winston-Salem, North Carolina-based wholesale distributor of air conditioning, heating and refrigeration products operating five branch locations, for $9.0 million. The purchase price is subject to adjustment upon the completion of an audit of the assets purchased and liabilities assumed. In connection with this acquisition, the Company assumed liabilities of $2.1 million. The excess of aggregate purchase price over the fair value of the net assets acquired will be amortized on a straight-line basis over 40 years. In December 1995, the Company entered into an interest rate swap agreement with a bank to hedge $10 million of variable-rate debt outstanding. In January 1996, the Company and Rheem amended the Gemaire, Heating & Cooling and Comfort Supply put/call agreements delaying Rheem's right to call the Company's ownership interest in Gemaire, Heating & Cooling and Comfort Supply until the election period, as defined, in 1998. In December 1995, the Company entered into a letter of intent to acquire the assets and certain liabilities of Three States Supply, Inc. ("Three States"), a distributor of building materials used primarily in the heating and air conditioning industry. In January 1996, the Company plans to file a secondary offering with the Securities and Exchange Commission to sell 1,400,000 shares of Common Stock during February 1996. Such shares will consist of 1,000,000 newly issued shares and 400,000 shares from selling shareholders. The Company plans to use the net proceeds to acquire Three States, to repay a portion of the Company's outstanding borrowings under its revolving credit facilities and for general corporate purposes, including possible future acquisitions. F-20 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS OF THREE STATES SUPPLY COMPANY, INC. We have audited the accompanying balance sheet of Three States Supply Company, Inc. (a Tennessee corporation and subsidiary of UIS, Inc.) as of December 31, 1994 and the related statements of income, retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Three States Supply Company, Inc. as of December 31, 1994 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. RHEA & IVY, P.L.C. Memphis, Tennessee, February 7, 1995 (except with respect to the matter discussed in Note 7, as to which the date is January 18, 1996) F-21
THREE STATES SUPPLY COMPANY, INC. BALANCE SHEETS (IN THOUSANDS) DECEMBER 31, SEPTEMBER 30, 1994 1995 ------------ ------------- (UNAUDITED) ASSETS Current assets: Cash ...................................................................... $ 355 $ 1,531 Accounts receivable, less allowance for doubtful accounts of $52,000 at December 31, 1994 and $111,000 at September 30, 1995 (unaudited) .................................................. 5,545 6,596 Inventories ............................................................... 6,663 6,039 Prepaid expenses .......................................................... 46 78 Deferred income taxes ..................................................... 140 175 -------- -------- Total current assets .................................................. 12,749 14,419 Property and equipment: Land ...................................................................... 257 283 Buildings and leasehold improvements ...................................... 1,417 1,440 Machinery and equipment ................................................... 3,870 4,210 -------- -------- 5,544 5,933 Less: Accumulated depreciation ........................................... (2,744) (3,076) -------- -------- 2,800 2,857 Other assets .................................................................. 10 -- -------- -------- $ 15,559 $ 17,276 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable .......................................................... $ 1,138 $ 1,906 Accrued compensation and other expenses ................................... 715 702 Income taxes payable ...................................................... 592 783 -------- -------- Total current liabilities ............................................. 2,445 3,391 Noncurrent liabilities: Due to parent company ..................................................... 4,628 4,220 Deferred income taxes ..................................................... 160 171 -------- -------- Total noncurrent liabilities .......................................... 4,788 4,391 Commitments and contingencies (Note 6) Shareholders' equity: Common stock - authorized, 20,000 shares of $10.00 par value; issued and outstanding, 1,000 shares .................................... 10 10 Retained earnings ......................................................... 8,316 9,484 -------- -------- Total shareholders' equity .................................................... 8,326 9,494 -------- -------- $ 15,559 $ 17,276 ======== ========
The accompanying notes to financial statements are an integral part of these balance sheets. F-22
THREE STATES SUPPLY COMPANY, INC. STATEMENTS OF INCOME AND RETAINED EARNINGS (IN THOUSANDS) NINE MONTHS YEAR ENDED ENDED SEPTEMBER 30, DECEMBER 31, --------------------- 1994 1994 1995 ------------ ------- ----------- (UNAUDITED) Net sales ............................ $ 44,941 $ 33,723 $ 36,234 Cost of sales ........................ 34,896 26,161 27,735 -------- -------- -------- Gross profit ..................... 10,045 7,562 8,499 Selling, general and administrative expenses .......................... 8,374 6,486 6,795 -------- -------- -------- Operating income ................. 1,671 1,076 1,704 Other income and expense, net ........ 208 171 225 -------- -------- -------- Income before income taxes ....... 1,879 1,247 1,929 Income taxes ......................... (738) (489) (761) -------- -------- -------- Net income ....................... 1,141 758 1,168 Retained earnings, beginning of period 7,175 7,175 8,316 -------- -------- -------- Retained earnings, end of period ..... $ 8,316 $ 7,933 $ 9,484 ======== ======== ========
The accompanying notes to financial statements are an integral part of these statements. F-23
THREE STATES SUPPLY COMPANY, INC. STATEMENTS OF CASH FLOWS (IN THOUSANDS) NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, -------------------- 1994 1994 1995 ------------ ------- ----------- (UNAUDITED) Cash flows from operating activities Net income ..................................................... $ 1,141 $ 758 $ 1,168 ------- ------- ------- Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation and amortization ............................... 531 398 401 Provision (benefit) deferred income taxes ................... 15 -- (24) Gain on disposal of property ................................ (27) (27) (15) Cash provided by (used in) changes in assets and liabilities: Accounts and notes receivable ............................ (657) (1,386) (1,051) Prepaid expenses and other assets ........................ 5 (12) (22) Inventories .............................................. (332) 256 624 Accounts payable ......................................... (470) (312) 768 Other accrued expenses ................................... 129 238 (13) Income taxes payable ..................................... 104 1 191 ------- ------- ------- Total adjustments ..................................... (702) (844) 859 ------- ------- ------- Net cash provided by (used in) operating activities.............................. 439 (86) 2,027 ------- ------- ------- Cash flows from investing activities Purchase of property and equipment ............................. (804) (749) (458) Proceeds from the sale of property and equipment ............... 54 54 15 ------- ------- ------- Net cash used in investing activities .............. (750) (695) (443) ------- ------- ------- Cash flows from financing activities Advances from parent company ................................... 1,034 788 1,592 Repayments of advances from parent company ..................... (500) -- (2,000) ------- ------- ------- Net cash provided by (used in) financing activities................................ 534 788 (408) ------- ------- ------- Net increase in cash .............................................. 223 7 1,176 Cash, beginning of period ......................................... 132 132 355 ------- ------- ------- Cash, end of period ............................................... $ 355 $ 139 $ 1,531 ======= ======= ======= Supplemental disclosure of cash flow information: State income taxes paid ........................................ $ 137 $ 102 $ 131 ======= ======= =======
The accompanying notes to financial statements are an integral part of these statements. F-24 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) NOTE (1) - SUMMARY OF ACCOUNTING POLICIES Three States Supply Company, Inc., a Tennessee corporation (hereinafter referred to as the "Company") is a 99.8% owned subsidiary of UIS, Inc. (the "Parent"). The Company is engaged in the wholesale distribution of building materials primarily used in the air conditioning and heating industry. The accompanying unaudited financial statements as of September 30, 1995 and for the nine month periods ended September 30, 1994 and 1995 have been prepared in accordance with generally accepted accounting principles for interim financial information. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements of the Company included herein. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows: CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company places its temporary cash with high credit quality financial institutions. Concentrations of credit risk with respect to accounts receivable are limited due to the large numbers of customers comprising its customer base. The Company establishes and monitors an allowance for doubtful accounts based on the credit risk of specific customers, historical trends and other information. INVENTORIES Inventories are stated at the lower of cost or market; cost is determined using the last-in, first-out ("LIFO") method as more fully described in Note 2. DEPRECIATION AND AMORTIZATION Depreciation of property and equipment is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated useful lives, using the straight-line method. Leasehold improvements are amortized over the lives of the respective leases or the useful lives of the improvements, whichever is shorter. Depreciation and amortization expense was $531,000 for the year ending December 31, 1994. F-25 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) The useful lives of property and equipment for purposes of computing depreciation and amortization are: Buildings and leasehold improvements 5-20 years Machinery and equipment 3-10 years INCOME TAXES The taxable income of the Company is included in the consolidated tax return of the Parent and, accordingly, taxes are reported using the separate return method under a tax sharing arrangement with the Parent. Deferred tax assets and liabilities reflect the future tax consequences of the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. NOTE (2) - EFFECT OF LIFO INVENTORY ON OPERATIONS Inventories consist primarily of finished goods and are stated at the lower of cost, determined by the LIFO method, or market. If the first-in, first-out ("FIFO") method had been used for all inventories, inventories would have been increased by $2,380,000 at December 31, 1994 and $2,486,000 at September 30, 1995 (unaudited) and cost of sales would have been decreased by $394,000 for the year ended December 31, 1994 and $106,000 for the nine month period ended September 30, 1995 (unaudited). The effect of the LIFO inventory decrement for the nine month period ended September 30, 1995 (unaudited) had the effect of reducing cost of sales by $104,000 for the period. A summary of inventory is as follows (in thousands):
DECEMBER 31, SEPTEMBER 30, 1994 1995 ------------ ------------- (UNAUDITED) Inventories at FIFO ...................... $ 9,043 $ 8,525 LIFO reserve ............................. (2,380) (2,486) ------- ------- Inventories at LIFO ...................... $ 6,663 $ 6,039 ======= =======
NOTE (3) - EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution savings and investment plan whereby employees can elect to contribute up to 10% of their annual gross earnings to the plan. The Company, at its discretion, may match 50% of the employees' contributions of up to 5% of the employees' gross annual earnings (as defined in the plan). The Company has elected to match the maximum allowable under the plan. Contributions of $60,000 were recorded in the accompanying income statement for the year ended December 31, 1994. F-26 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE (4) - DUE TO PARENT COMPANY The amount due to Parent represents cash advances to the Company from the Parent and is noninterest bearing. It is not expected that the amount due will be paid in the following year, therefore it is classified as a noncurrent liability. NOTE (5) - INCOME TAXES The income tax provision for the year ended December 31, 1994 consists of (in thousands): Federal ................................................. $607 State ................................................... 131 ---- $738 ==== Current ................................................. $723 Deferred ................................................ 15 ---- $738 ==== A reconciliation of the provision for federal income taxes from the federal statutory rate of the Parent (35%) to the effective income tax rate as reported for the year ended December 31, 1994 is as follows (in thousands): Federal statutory rate ........................................ 35.0% State taxes, net of Federal benefit ........................... 4.0% Other, net .................................................... 0.3% ---- 39.3% ==== F-27 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) The following is a summary of the significant components of the Company's deferred tax assets and liabilities at December 31, 1994 (in thousands): Deferred tax assets, current: Accounts receivable reserves ................................... $ 18 Capitalized inventory costs .................................... 108 Other .......................................................... 14 ----- $ 140 ===== Deferred tax liabilities, noncurrent: Depreciation and amortization .................................. $(145) Other .......................................................... (15) ----- (160) ----- Net deferred tax liability ............................. $ (20) ===== Management believes that it is more likely than not the deferred tax assets will be utilized; accordingly, no valuation allowance is required. NOTE (6) - COMMITMENTS AND CONTINGENCIES The Company conducts a portion of its operations from leased warehouses. The following is a schedule by year of future minimum rental payments under non-cancellable operating leases for each of the year ended December 31 (in thousands): 1995............................ $322 1996............................ 213 1997............................ 198 1998............................ 145 1999............................ 26 ---- $904 ==== Rent expense for leased facilities totaled $365,000 for the year ended December 31, 1994. F-28 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE (7) - SUBSEQUENT EVENT In January 1996, the Parent entered into a letter of intent to sell the net assets and business of the Company to Watsco, Inc. The transaction is dependent upon the completion of a definitive purchase agreement. The accompanying financial statements do not include the effects, if any, on the carrying amount of assets and liabilities relative to the transaction contemplated in the letter of intent. F-29 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial information gives effect to the Company's proposed acquisition of the assets and certain liabilities of Three States Supply Company, Inc. ("Three States"), expected to be consummated during the first quarter of 1996. The Company's acquisition of Three States is subject to various conditions, including the negotiation of an asset purchase agreement, and accordingly there can be no assurance that such purchase will be consummated. The pro forma information is based on the historical financial statements of the Company and Three States. This proposed acquisition is being accounted for under the purchase method of accounting. The unaudited pro forma combined balance sheet as of September 30, 1995 gives effect to the Three States acquisition, the issuance and sale by the Company of common stock and the application of the net proceeds therefrom, as if they had been consummated on September 30, 1995. This balance sheet combines the unaudited historical balance sheets as of September 30, 1995 of the Company and Three States. The unaudited pro forma combined income statement for the year ended December 31, 1994 gives effect to the Three States acquisition, the issuance and sale by the Company of common stock and the application of the net proceeds therefrom, as if they had been consummated on January 1, 1994. This pro forma income statement combines the audited statements for the year ended December 31, 1994 of the Company and Three States. The unaudited pro forma combined income statement for the nine months ended September 30, 1995 gives effect to the Three States acquisition, the issuance and sale by the Company of common stock and the application of the net proceeds therefrom, as if they had been consummated on January 1, 1995. This pro forma income statement combines the unaudited income statement for the nine months ended September 30, 1995 of the Company and Three States. The pro forma statements may not necessarily be indicative of the results that would actually have been obtained had the Three States acquisition occurred on the dates indicated or which may be obtained in the future. In the opinion of the Company's management, all adjustments necessary to present fairly such pro forma financial statements have been included. This unaudited pro forma combined financial information should be read in conjunction with the historical financial statements and related notes of the Company and Three States, which appear elsewhere in this Prospectus. F-30
UNAUDITED PRO FORMA COMBINED BALANCE SHEET SEPTEMBER 30, 1995 (IN THOUSANDS) PRO FORMA ADJUSTMENTS -------------- PRO FORMA COMPANY THREE STATES DR (CR) COMBINED ------------- ------------ -------------- ------------ ASSETS Current assets: Cash and cash equivalents....................................... $ 3,190 $ 1,531 $16,900 (1) $ 5,325 (16,296)(2) Marketable securities........................................... 1,281 -- 1,281 Accounts receivable, net........................................ 47,413 6,596 54,009 Inventories..................................................... 61,654 6,039 2,486 (2) 70,179 Prepaid expenses and other current assets....................... 5,123 253 (175)(2) 5,201 --------- -------- ------- --------- Total current assets................................................. 118,661 14,419 2,915 135,995 Property, plant and equipment, net................................... 10,537 2,857 13,394 Intangible assets, net............................................... 14,353 -- 100 (2) 14,453 Other assets......................................................... 4,014 -- 4,014 --------- -------- ------- --------- $147,565 $17,276 $3,015 $167,856 ========= ======== ======= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations........................ $ 744 $ -- $ 744 Borrowings under revolving credit agreement..................... 49,433 -- 49,433 Accounts payable and accrued liabilities........................ 23,499 3,391 26,890 --------- -------- ------- --------- Total current liabilities............................................ 73,676 3,391 77,067 --------- -------- ------- --------- Long-term Obligations: Due to parent company........................................... -- 4,220 $4,220 (2) -- Bank and other debt............................................. 4,026 -- 4,026 Subordinated note............................................... 2,500 -- 2,500 Convertible subordinated debentures............................. 1,341 -- 1,341 --------- -------- ------- --------- 7,867 4,220 4,220 7,867 --------- -------- ------- --------- Deferred income taxes................................................ 638 171 171 (2) 638 Minority interests................................................... 12,780 -- 12,780 Shareholders' equity: Common Stock.................................................... 2,392 10 (500)(1) 2,892 10 (2) Class B Common Stock............................................ 742 -- 742 Paid-in capital................................................. 19,205 -- (16,400)(1) 35,605 Retained earnings............................................... 30,265 9,484 9,484 (2) 30,265 --------- -------- ------- --------- Total shareholders' equity........................................... 52,604 9,494 (7,406) 69,504 --------- -------- ------- --------- $147,565 $17,276 $(3,015) $167,856 ========= ======== ======= =========
The accompanying notes to unaudited pro forma combined financial statements are an integral part of this statement. F-31
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1994 (IN THOUSANDS, EXCEPT PER SHARE DATA) PRO FORMA PRO FORMA COMPANY THREE STATES ADJUSTMENTS COMBINED --------- ------------ ----------- ---------- Revenues ........................................................ $ 283,731 $ 44,941 $ 328,672 Cost of sales and direct service expenses ....................... 220,519 34,896 $ (394)(3) 255,021 --------- --------- --------- --------- Gross profit ............................................... 63,212 10,045 394 73,651 Selling, general and administrative expenses .................... 48,169 8,374 56,543 --------- --------- --------- --------- Operating income ........................................... 15,043 1,671 394 17,108 Other income..................................................... 140 208 25(4) 373 Interest expense ................................................ 3,155 -- 3,155 --------- --------- --------- --------- Income before income taxes and minority interests .......... 12,028 1,879 419 14,326 Income taxes .................................................... 4,630 738 163(5) 5,531 Minority interests .............................................. 1,636 -- 1,636 --------- --------- --------- --------- Net income ................................................. $ 5,762 $ 1,141 $ 256 $ 7,159 ========= ========= ========= ========= Earnings per share: Primary .................................................... $ .89 $ .96 ========= ========= Fully diluted .............................................. $ .87 $ .94 ========= ========= Weighted average shares outstanding: Primary .................................................... 6,326 7,326 ========= ========= Fully diluted .............................................. 6,646 7,646 ========= =========
The accompanying notes to unaudited pro forma combined financial statements are an integral part of this statement. F-32
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME NINE MONTHS ENDED SEPTEMBER 30, 1995 (IN THOUSANDS, EXCEPT PER SHARE DATA) PRO FORMA PRO FORMA COMPANY THREE STATES ADJUSTMENTS COMBINED --------- ------------ ----------- --------- Revenues ....................................................... $ 250,190 $ 36,234 286,424 Cost of sales and direct service expenses ...................... 193,643 27,735 $ (106)(3) 221,272 --------- --------- --------- --------- Gross profit .............................................. 56,547 8,499 106 65,152 Selling, general and administrative expenses ................... 41,020 6,795 47,815 --------- --------- --------- --------- Operating income .......................................... 15,527 1,704 106 17,337 Other income ................................................... 181 225 18(4) 424 Interest expense ............................................... 3,064 -- 3,064 --------- --------- --------- --------- Income before income taxes and minority interests ......... 12,644 1,929 124 14,697 Income taxes ................................................... 4,867 761 48(5) 5,676 Minority interests ............................................. 1,744 -- 1,744 --------- --------- --------- --------- Net income ................................................ $ 6,033 $ 1,168 $ 76 $ 7,277 ========= ========= ========= ========= Earnings per share: Primary..................................................... $.91 $ .96 ========= ========= Fully diluted............................................... $.87 $ .92 ========= ========= Weighted average shares outstanding: Primary..................................................... 6,508 7,508 ========= ========= Fully diluted............................................... 6,930 7,930 ========= =========
The accompanying notes to unaudited pro forma combined financial statements are an integral part of this statement. F-33 NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE DATA) (1) Represents the net proceeds from the issuance of 1,000,000 shares of the Company's Common Stock at an assumed offering price of $18.375 per share are determined as follows: Gross proceeds on 1,000,000 shares..................... $18,375 Payment of estimated underwriters discount and offering expenses................................. 1,475 ------- Net proceeds from Common Stock......................... $16,900 ======= (2) Represents the estimated purchase price for Three States determined as follows: Net assets of Three States............................. $ 9,494 Write-up of inventories to fair market value........... 2,486 Due to parent company not assumed by the Company....... 4,220 Net liability not assumed by the Company............... (4) Payment of acquisition expenses........................ 100 ------- Total purchase price................................ $16,296 ======= (3) The inventories included in the historical financial statements of Three States are stated based on the last-in, first-out method. Subsequent to the acquisition of Three States, such inventory amounts will be stated by the Company based on the first-in, first-out ("FIFO") method. These amounts represent an adjustment to cost of sales using the FIFO method as if Three States valued inventories under this method as of the beginning of each period presented in the accompanying pro forma combined financial statements. (4) Represents interest income generated on the remaining net proceeds of the offering not used for the acquisition of Three States. (5) Represents pro forma income taxes at the Company's blended statutory tax rate of 39%. F-34 ================================================================================ NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OF THE SELLING SHAREHOLDERS OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ------------------------ TABLE OF CONTENTS PAGE ---- Prospectus Summary........................................................... 3 The Offering................................................................. 4 Summary Financial Information................................................ 5 Risk Factors................................................................. 6 Use of Proceeds.............................................................. 7 Capitalization............................................................... 8 Price Range of Common Stock.................................................. 9 Selected Financial Data...................................................... 10 Management's Discussion and Analysis of Financial Condition and Results of Operations............................................................ 11 Business..................................................................... 14 Management................................................................... 21 Selling Shareholders......................................................... 23 Underwriting................................................................. 25 Legal Matters................................................................ 26 Experts...................................................................... 26 Available Information........................................................ 26 Incorporation of Certain Documents by Reference............................................................. 27 Index to Consolidated Financial Statements.................................. F-1 1,400,000 SHARES WATSCO COMMON STOCK ---------- PROSPECTUS ---------- PRUDENTIAL SECURITIES INCORPORATED February , 1996 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
TO BE PAID BY TO BE PAID BY THE SELLING THE COMPANY SHAREHOLDERS -------------------- -------------------- Securities and Exchange Commission registration fee...................... $7,615 $2,517 NASD filing fee.......................................................... 2,584 855 New York Stock Exchange listing fees..................................... 4,235 Blue Sky fees and expenses............................................... 6,500 Printing and engraving expenses.......................................... 60,000 Legal fees and expenses.................................................. 135,000 Accounting fees and expenses............................................. 50,000 Miscellaneous............................................................ 59,066 -------------------- -------------------- Total........................................................... $325,000 $3,372 ==================== ====================
All amounts except the Securities and Exchange Commission registration fee, the NASD filing fee and the New York Stock Exchange listing fee are estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 607.0850 of the Florida Business Corporation Act permits a Florida corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances. Article VII of the Company's Articles of Incorporation provides that the Company shall indemnify any present or former director or officer of the Company (and certain other persons serving at the request of the Company in related capacities) for liabilities incurred in connection with litigation and by reason of service in such capacity, except in relation to matters as to which he shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duties. Article VIII of the Company's bylaws provides that the Company shall indemnify its officers and directors to the fullest extent permitted by law. The Company maintains a standard policy of directors and officers liability insurance covering directors and officers of the Company with respect to liabilities incurred as a result of their service in such capacities. ITEM 16. EXHIBITS EXHIBIT NUMBER DESCRIPTION - ----------- ------------------------------------------------------------------ 1.1 Proposed form of Underwriting Agreement* 4.1 Company's Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q dated June 30, 1995 and incorporated herein by reference). 4.2 Company's Amended Bylaws (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1985 and incorporated herein by reference). 5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. as to the validity of the Common Stock being registered.* 10.27 Revolving Credit Agreement dated October 26, 1995 by and between CAC Acquisition, Inc. and NationsBank of Florida, N.A.* 10.28 Letter Agreement dated January 1, 1996 from Rheem Manufacturing Company related to the Subscription and Shareholder Agreements of Gemaire Distributors, Inc., Heating & Cooling Supply, Inc. and Comfort Supply, Inc.* 23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (included in its opinion filed as Exhibit 5.1).* 23.2 Consent of Arthur Andersen LLP* 23.3 Consent of Rhea & Ivy, P.L.C.* - ------------------------- * Filed herewith. ITEM 17. UNDERTAKINGS. (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (b) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on January 19, 1996. WATSCO, INC. By: /s/ RONALD P. NEWMAN ------------------------------------------------- Ronald P. Newman, Chief Financial Officer, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ ALBERT H. NAHMAD Chairman of the Board January 22, 1996 - ---------------------------- (principal executive officer) Albert H. Nahmad /s/ RONALD P. NEWMAN Chief Financial Officer, Secretary and January 22, 1996 - ---------------------------- Treasurer Ronald P. Newman (principal financial and accounting officer) /s/ D. A. COAPE-ARNOLD Director January 22, 1996 - ---------------------------- D. A. Coape-Arnold /s/ DAVID B. FLEEMAN Director January 22, 1996 - ---------------------------- David B. Fleeman /s/ JAMES S. GRIEN Director January 22, 1996 - ---------------------------- James S. Grien /s/ PAUL F. MANLEY Director January 22, 1996 - ---------------------------- Paul F. Manley /s/ BOB L. MOSS Director January 22, 1996 - ---------------------------- Bob L. Moss /s/ ROBERTO MOTTA Director January 22, 1996 - ---------------------------- Roberto Motta /s/ ALAN H. POTAMKIN Director January 22, 1996 - ---------------------------- Alan H. Potamkin
                                  WATSCO, INC.

                                1,400,000 Shares*

                                  Common Stock

                             UNDERWRITING AGREEMENT

                                                              ____________, 1996

PRUDENTIAL SECURITIES INCORPORATED
As Representative of the several Underwriters
One New York Plaza
New York, New York 10292

Dear Sirs:

         Each of Watsco, Inc., a Florida corporation (the "Company"), and the
shareholders of the Company named in Schedule 2 hereto (the "Selling
Securityholders") hereby confirms its agreement with the several underwriters
named in Schedule 1 hereto (the "Underwriters"), for whom you have been duly
authorized to act as representative (in such capacity, the "Representative"), as
set forth below. If you are the only Underwriter, all references herein to the
Representative shall be deemed to be to the Underwriter.

         1. SECURITIES. Subject to the terms and conditions herein contained,
the Company proposes to issue and sell to the several Underwriters an aggregate
of 1,000,000 shares (the "Company Firm Securities") of the Company's Common
Stock, par value $0.50 per share (the "Common Stock"). The Company also proposes
to issue and sell to the several Underwriters not more than 210,000 additional
shares of Common Stock if requested by the Representative as provided in Section
3 of this Agreement. Any and all shares of Common Stock to be purchased by the
Underwriters pursuant to such option are referred to herein as the "Option
Securities". Subject to the terms and conditions herein contained, the Selling
Securityholders propose to sell to the several Underwriters an aggregate of
400,000 shares of Common Stock (the "Selling Securityholder Firm Securities" and
together with the Company Firm Securities, the "Firm Securities"). The Firm
Securities and any Option Securities are collectively referred to herein as the
"Securities".

- ------------------
*     Plus an option to purchase from Watsco, Inc. up to 210,000 additional
      shares to cover over-allotments.



         2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
SECURITYHOLDERS.

                  (a) The Company and each Selling Securityholder identified in
         Schedule 2 hereto as a Group 1 Selling Securityholder (collectively,
         the "Group 1 Selling Securityholders"), to the best of such Group 1
         Selling Securityholder's knowledge, jointly and severally, represent
         and warrant to, and agree with, each of the several Underwriters that:

            (i)   The Company meets the requirements for use of Form S-3 under
                  the Securities Act of 1933, as amended (the "Act"). A
                  registration statement on such form (File No. 33-________)
                  with respect to the Securities, including a prospectus subject
                  to completion, has been filed by the Company with the
                  Securities and Exchange Commission (the "Commission") under
                  the Act, and one or more amendments to such registration
                  statement may have been so filed. After the execution of this
                  Agreement, the Company will file with the Commission either
                  (A) if such registration statement, as it may have been
                  amended, has been declared by the Commission to be effective
                  under the Act either (1) if the Company relies on Rule 434
                  under the Act, a Term Sheet (as hereinafter defined) relating
                  to the Securities, that shall identify the Preliminary
                  Prospectus (as hereinafter defined) that it supplements, and,
                  if required to be filed pursuant to Rules 434(c)(2) and
                  424(b), an Integrated Prospectus (as hereinafter defined), in
                  either case, containing such information as is required or
                  permitted by Rules 434, 430A and 424(b) under the Act or (2)
                  if the Company does not rely on Rule 434 under the Act, a
                  prospectus in the form most recently included in an amendment
                  to such registration statement (or, if no such amendment shall
                  have been filed, in such registration statement), with such
                  changes or insertions as are required by Rule 430A under the
                  Act or permitted by Rule 424(b) under the Act, and in the case
                  of either clause (A)(1) or (A)(2) of this sentence as have
                  been provided to and approved by the Representative prior to
                  the execution of this Agreement, or (B) if such registration
                  statement, as it may have been amended, has not been declared
                  by the Commission to be effective under the Act, an amendment
                  to such registration statement, including a form of
                  prospectus, a copy of which amendment has been furnished to
                  and approved by the Representative prior to the execution of
                  this Agreement. The Company may also file a related
                  registration statement

                                      - 2 -




                  with the Commission pursuant to Rule 462(b) under the Act for
                  the purpose of registering certain additional Securities,
                  which registration shall be effective upon filing with the
                  Commission. As used in this Agreement, the term "Original
                  Registration Statement" means the registration statement
                  initially filed relating to the Securities, as amended at the
                  time when it was or is declared effective, including (A) all
                  financial schedules and exhibits thereto, (B) all documents
                  incorporated by reference therein filed under the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act") and (C)
                  any information omitted therefrom pursuant to Rule 430A under
                  the Act and included in the Prospectus (as hereinafter
                  defined) or, if required to be filed pursuant to Rules
                  434(c)(2) and 424(b), in the Integrated Prospectus; the term
                  "Rule 462(b) Registration Statement" means any registration
                  statement filed with the Commission pursuant to Rule 462(b)
                  under the Act (including the Original Registration Statement 
                  and any Preliminary Prospectus or Prospectus incorporated
                  therein at the time such Registration Statement becomes
                  effective); the term "Registration Statement" includes both
                  the Original Registration Statement and any Rule 462(b)
                  Registration Statement; the term "Preliminary Prospectus"
                  means each prospectus subject to completion filed with such
                  registration statement or any amendment thereto (including the
                  prospectus subject to completion, if any, included in the
                  Registration Statement or any amendment thereto at the time it
                  was or is declared effective), including all documents
                  incorporated by referenced therein filed under the Exchange
                  Act; the term "Prospectus" means:

                   (A)   if the Company relies on Rule 434 under the Act, the
                         Term Sheet relating to the Securities that is first
                         filed pursuant to Rule 424(b)(7) under the Act,
                         together with the Preliminary Prospectus identified
                         therein that such Term Sheet supplements;

                   (B)   if the Company does not rely on Rule 434 under the Act,
                         the prospectus first filed with the Commission pursuant
                         to Rule 424(b) under the Act; or

                   (C)   if the Company does not rely on Rule 434 under the Act
                         and if no prospectus is required to be

                                      - 3 -



                         filed pursuant to Rule 424(b) under the Act, the
                         prospectus included in the Registration Statement,

                  including, in the case of the immediately foregoing clause
                  (A), (B) or (C) of this sentence, all documents incorporated
                  by referenced therein filed under the Exchange Act. The term
                  "Integrated Prospectus" means a prospectus first filed with
                  the Commission pursuant to Rules 434(c)(2) and 424(b) under
                  the Act; and the term "Term Sheet" means any abbreviated Term
                  Sheet that satisfies the requirements of Rule 434 under the
                  Act. Any reference in this Agreement to an "amendment or
                  supplement" to any Preliminary Prospectus, the Prospectus or
                  any Integrated Prospectus or an "amendment" to any
                  registration statement (including the Registration Statement)
                  shall be deemed to include any document incorporated by
                  reference therein that is filed with the Commission under the
                  Exchange Act after the date of such Preliminary Prospectus,
                  Prospectus, any Integrated Prospectus, or registration
                  statement, as the case may be; any reference herein to the
                  "date" of a Prospectus that includes a Term Sheet shall mean
                  the date of such Term Sheet. For purposes of the preceding
                  sentence, any reference to the "effective date" of an
                  amendment to a registration statement shall, if such amendment
                  is effected by means of the filing with the Commission under
                  the Exchange Act of a document incorporated by reference in
                  such registration statement, be deemed to refer to the date on
                  which such document was filed with the Commission.

             (ii) The Commission has not issued any order preventing or
                  suspending the use of any Preliminary Prospectus. When any
                  Preliminary Prospectus and any amendment or supplement thereto
                  was filed with the Commission, it (A) contained all statements
                  required to be stated therein in accordance with, and complied
                  in all material respects with the requirements of, the Act,
                  the Exchange Act and the respective rules and regulations of
                  the Commission thereunder, and (B) did not include any untrue
                  statement of a material fact or omit to state any material
                  fact necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading. When the Registration Statement or any amendment
                  thereto was or is declared effective, it (A) contained or will
                  contain all statements required to be stated therein in
                  accordance with, and complied or will comply

                                      - 4 -



                  in all material respects with the requirements of the Act, the
                  Exchange Act and the respective rules and regulations of the
                  Commission thereunder and (B) did not or will not include any
                  untrue statement of a material fact or omit to state any
                  material fact necessary to make the statements therein not
                  misleading. When the Prospectus or any Term Sheet that is a
                  part thereof or any Integrated Prospectus or any amendment or
                  supplement to the Prospectus is filed with the Commission
                  pursuant to Rule 424(b) (or, if the Prospectus or part thereof
                  or such amendment or supplement is not required to be so
                  filed, when the Registration Statement or the amendment
                  thereto containing such amendment or supplement to the
                  Prospectus was or is declared effective), on the date when the
                  Prospectus is otherwise amended or supplemented and on the
                  Firm Closing Date and any Option Closing Date (both as
                  hereinafter defined), each of the Prospectus and, if required
                  to be filed pursuant to Rules 434(c)(2) and 424(b) under the
                  Act, the Integrated Prospectus as amended or supplemented at
                  any such time, (A) contained or will contain all statements
                  required to be stated therein in accordance with, and complied
                  or will comply in all material respects with the requirements
                  of the Act, the Exchange Act and the respective rules and
                  regulations of the Commission thereunder and (B) did not or
                  will not include any untrue statement of a material fact or
                  omit to state any material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading. The foregoing provisions
                  of this paragraph (ii) do not apply to statements or omissions
                  made in any Preliminary Prospectus or any amendment or
                  supplement thereto, the Registration Statement or any
                  amendment thereto, the Prospectus or, if required to be filed
                  pursuant to Rules 434(c)(2) and 424(b) under the Act, the
                  Integrated Prospectus or any amendment or supplement thereto
                  in reliance upon and in conformity with written information
                  furnished to the Company by any Underwriter through the
                  Representative specifically for use therein.

            (iii) If the Company has elected to rely on Rule 462(b) and the
                  Rule 462(b) Registration Statement has not been declared
                  effective (i) the Company has filed a Rule 462(b) Registration
                  Statement in compliance with and that is effective upon filing
                  pursuant to Rule 462(b) and has received confirmation of its
                  receipt and (ii) the Company has given irrevocable
                  instructions for transmission of the applicable filing fee in
                  connection with

                                      - 5 -



                  the filing of the Rule 462(b) Registration Statement, in
                  compliance with Rule 111 promulgated under the Act or the
                  Commission has received payment of such filing fee.

             (iv) The Company and each of its subsidiaries have been duly
                  incorporated and are validly existing as corporations in good
                  standing under the laws of their respective jurisdictions of
                  incorporation and are duly qualified to transact business as
                  foreign corporations and are in good standing under the laws
                  of all other jurisdictions where the ownership or leasing of
                  their respective properties or the conduct of their respective
                  businesses requires such qualification, except where the
                  failure to be so qualified does not amount to a material
                  liability or disability to the Company and its subsidiaries,
                  taken as a whole.

             (v)  The Company and each of its subsidiaries have full power
                  (corporate or other) to own or lease their respective
                  properties and conduct their respective businesses as
                  described in the Registration Statement, each of the
                  Prospectus and any Integrated Prospectus or, if the Prospectus
                  and any required Integrated Prospectus are not in existence,
                  the most recent Preliminary Prospectus; and the Company has
                  full power (corporate or other) to enter into this Agreement
                  and to carry out all the terms and provisions hereof to be
                  carried out by it.

             (vi) The issued shares of capital stock of each of the Company's
                  subsidiaries have been duly authorized and validly issued, are
                  fully paid and nonassessable and, except as otherwise set
                  forth in each of the Prospectus and any Integrated Prospectus
                  or, if the Prospectus and any required Integrated Prospectus
                  are not in existence, the most recent Preliminary Prospectus,
                  are owned beneficially by the Company free and clear of any
                  security interests, liens, encumbrances, equities or claims.

            (vii) The Company has an authorized, issued and outstanding
                  capitalization as set forth in each of the Prospectus and any
                  Integrated Prospectus or, if the Prospectus and any required
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus. All of the issued shares of capital
                  stock of the Company, including the Securities to be sold by
                  the Selling Securityholders hereunder, have been duly
                  authorized and validly issued and are fully paid and
                  nonassessable. The Company Firm Securities and the Option
                  Securities have been duly authorized and at the Firm Closing
                  Date or the related

                                      - 6 -



                  Option Closing Date (as the case may be), after payment
                  therefor in accordance herewith, will be validly issued, fully
                  paid and nonassessable. No holders of outstanding shares of
                  capital stock of the Company are entitled as such to any
                  preemptive or other rights to subscribe for any of the
                  Securities, and no holder of securities of the Company has any
                  right which has not been fully exercised or waived to require
                  the Company to register the offer or sale of any securities
                  owned by such holder under the Act in the public offering
                  contemplated by this Agreement.

           (viii) The capital stock of the Company conforms to the description
                  thereof contained in each of the Prospectus and any Integrated
                  Prospectus or, if the Prospectus and any required Integrated
                  Prospectus are not in existence, the most recent Preliminary
                  Prospectus.

             (ix) The consolidated financial statements and schedules of the
                  Company and its consolidated subsidiaries included in the
                  Registration Statement, each of the Prospectus and any
                  Integrated Prospectus (or, if the Prospectus and any required
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus) fairly present the financial position
                  of the Company and its consolidated subsidiaries and the
                  results of changes in operation and financial condition as of
                  the dates and periods therein specified. Such financial
                  statements and schedules have been prepared in accordance with
                  generally accepted accounting principles consistently applied
                  throughout the periods involved (except as otherwise noted
                  therein). The unaudited pro forma financial data, together
                  with the related notes thereto, included in the Registration
                  Statement and the Prospectus and any Integrated Prospectus
                  (or, if the Prospectus and any required Integrated Prospectus
                  are not in existence, the most recent Preliminary Prospectus)
                  include all adjustments necessary to present fairly the pro
                  forma financial data at the dates and for the periods
                  indicated, and all assumptions used in preparing such pro
                  forma financial data are reasonable. The selected financial
                  data set forth under the caption "Selected Financial Data" 
                  in the Prospectus and any Integrated Prospectus (or, if the
                  Prospectus and any required Integrated Prospectus are not in
                  existence, the most recent Preliminary Prospectus and in the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1994 fairly present, on the basis stated in the
                  each of the Prospectus and

                                      - 7 -



                  any Integrated Prospectus (or such Preliminary Prospectus) and
                  such Annual Report, the information included therein.

             (x)  Arthur Andersen LLP and Rhea & Ivy, PLC, who have certified
                  certain financial statements of the Company and its
                  consolidated subsidiaries and Three States Supply Company,
                  Inc. ("Three States") and its consolidated subsidiaries,
                  respectively, and delivered their respective reports with
                  respect to the audited consolidated financial statements and
                  schedules included in the Registration Statement, each of the
                  Prospectus and any Integrated Prospectus (or, if the
                  Prospectus and any required Integrated Prospectus are not in
                  existence, the most recent Preliminary Prospectus) for each of
                  the Company and its consolidated subsidiaries and Three States
                  and its consolidated subsidiaries, are independent public
                  accountants with respect to such entities as required by the
                  Act, the Exchange Act and the related published rules and
                  regulations thereunder.

             (xi) The execution and delivery of this Agreement have been duly
                  authorized by the Company and this Agreement has been duly
                  executed and delivered by the Company.

            (xii) No legal or governmental proceedings are pending to which the
                  Company or any of its subsidiaries is a party or to which the
                  property of the Company or any of its subsidiaries is subject
                  that are required to be described in the Registration
                  Statement, the Prospectus or any Integrated Prospectus and are
                  not described therein (or, if the Prospectus and any required
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus), and no such proceedings have been
                  threatened against the Company or any of its subsidiaries or
                  with respect to any of their respective properties; and no
                  contract or other document is required to be described in the
                  Registration Statement, the Prospectus or any Integrated
                  Prospectus or to be filed as an exhibit to the Registration
                  Statement that is not described therein (or, if the Prospectus
                  and any required Integrated Prospectus are not in existence,
                  the most recent Preliminary Prospectus) or filed as required.

           (xiii) The issuance, offering and sale of the Firm Securities and
                  the Option Securities to the Underwriters by the Company
                  pursuant to this Agreement, the compliance by the Company with
                  the other provisions of this Agreement and the consummation of
                  the other transactions herein contemplated do not (A) require

                                      - 8 -



                  the consent, approval, authorization, registration or
                  qualification of or with any governmental authority, except
                  such as have been obtained, such as may be required under
                  state securities or blue sky laws and, if the registration
                  statement filed with respect to the Securities (as amended) is
                  not effective under the Act as of the time of execution
                  hereof, such as may be required (and shall be obtained as
                  provided in this Agreement) under the Act, or (B) conflict
                  with or result in a breach or violation of any of the terms
                  and provisions of, or constitute a default under, any material
                  indenture, mortgage, deed of trust, lease or other agreement
                  or instrument to which the Company or any of its subsidiaries
                  is a party or by which the Company or any of its subsidiaries
                  or any of their respective properties are bound, or the
                  charter documents or by-laws of the Company or any of its
                  subsidiaries, or any statute or any judgment, decree, order,
                  rule or regulation of any court or other governmental
                  authority or any arbitrator applicable to the Company or any
                  of its subsidiaries, except for such judgments, decrees,
                  orders, rules or regulations of any local court or local
                  governmental authority or any local arbitrator applicable to
                  the Company or any of its subsidiaries, the violation, breach
                  or default of which would not have a material adverse effect
                  on the Company and its subsidiaries as a whole.

            (xiv) The Company has not, directly or indirectly, (A) taken any
                  action designed to cause or to result in, or that has
                  constituted or which might reasonably be expected to
                  constitute, the stabilization or manipulation of the price of
                  any security of the Company to facilitate the sale or resale
                  of the Securities or (B) since the filing of the Registration
                  Statement (1) sold, bid for, purchased, or paid anyone any
                  compensation for soliciting purchases of, the Common Stock
                  (including the Securities), the Class B Common Stock, par
                  value $0.50 per share, of the Company (the "Class B Common
                  Stock"), any securities convertible into, or exchangeable or
                  exercisable for, shares of Common Stock or Class B Common
                  Stock or (2) paid or agreed to pay to any person any
                  compensation for soliciting another to purchase any other
                  securities of the Company (except for the sale of Securities
                  by the Selling Securityholders under this Agreement).

             (xv) Subsequent to the respective dates as of which information is
                  given in the Registration Statement, the Prospectus and any
                  Integrated Prospectus (or, if the Prospectus and any required

                                      - 9 -



                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus), (A) the Company and its subsidiaries
                  have not incurred any liability or obligation, direct or
                  contingent, nor entered into any transaction not in the
                  ordinary course of business, which would have a material
                  adverse effect on the Company and its subsidiaries as a whole;
                  (B) the Company has not purchased any of its outstanding
                  capital stock, nor declared, paid or otherwise made any
                  dividend or distribution of any kind on its capital stock; and
                  (C) there has not been any change in the capital stock,
                  short-term debt or long-term debt of the Company and its
                  consolidated subsidiaries, except in each case as described in
                  or contemplated by each of the Prospectus and any Integrated
                  Prospectus (or, if the Prospectus and any required Integrated
                  Prospectus are not in existence, the most recent Preliminary
                  Prospectus), which would have a material adverse effect on the
                  Company and its subsidiaries as a whole.

            (xvi) The Company and each of its subsidiaries have good and
                  indefeasible title in fee simple to all items of real property
                  and indefeasible title to all personal property owned by each
                  of them, in each case free and clear of any security
                  interests, liens, encumbrances, equities, claims and other
                  defects, except such as do not materially and adversely affect
                  the value of such property and do not interfere with the use
                  made or proposed to be made of such property by the Company or
                  such subsidiary, and any real property and buildings held
                  under lease by the Company or any such subsidiary are held
                  under valid, subsisting and enforceable leases, with such
                  exceptions as are not material and do not interfere with the
                  use made or proposed to be made of such property and buildings
                  by the Company or such subsidiary, in each case except as
                  described in or contemplated by each of the Prospectus and any
                  Integrated Prospectus (or, if the Prospectus and any required
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus).

           (xvii) No labor disruption with the employees of the Company or any
                  of its subsidiaries exists or is overtly threatened that could
                  result in a material adverse change in the condition
                  (financial or otherwise), business prospects, net worth or
                  results of operations of the Company and its subsidiaries
                  taken as a whole, except as described in or contemplated by
                  each of the Prospectus and any Integrated Prospectus (or, if
                  the Prospectus

                                     - 10 -



                  and any required Integrated Prospectus are not in existence,
                  the most recent Preliminary Prospectus).

          (xviii) No default exists, and no event has occurred which, with
                  notice or lapse of time or both, would constitute a default in
                  the due performance and observance of any term, covenant or
                  condition of any indenture, mortgage, deed of trust, lease or
                  other agreement or instrument to which the Company or any of
                  its subsidiaries is a party or by which the Company or any of
                  its subsidiaries or any of their respective properties is
                  bound, which would have material adverse effect on the Company
                  and its subsidiaries as a whole.

            (xix) The Company and each of its subsidiaries own or possess, or
                  can acquire on reasonable terms, all material patents, patent
                  applications, trademarks, service marks, trade names,
                  licenses, copyrights and proprietary or other confidential
                  information currently employed by them in connection with
                  their respective businesses, and neither the Company nor any
                  such subsidiary has received any notice of or conflict with
                  asserted rights of any third party with respect to any of the
                  foregoing which, singly or in the aggregate, if the subject of
                  an unfavorable decision, ruling or finding, would result in a
                  material adverse change in the condition (financial or
                  otherwise), business prospects, net worth or results of
                  operations of the Company and its subsidiaries, except as
                  described in or contemplated by each of the Prospectus and any
                  Integrated Prospectus (or, if the Prospectus and any required
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus).

             (xx) The Company and each of its subsidiaries are insured by
                  insurers of recognized financial responsibility against such
                  losses and risks and in such amounts as are prudent and
                  customary in the businesses in which they are engaged; neither
                  the Company nor any such subsidiary has been refused any
                  insurance coverage sought or applied for; and neither the
                  Company nor any such subsidiary has any reason to believe that
                  it will not be able to renew its existing insurance coverage
                  as and when such coverage expires or to obtain similar
                  coverage from similar insurers as may be necessary to continue
                  its business at a cost that would not materially and adversely
                  affect the Company and its subsidiaries as a whole, except as
                  described in or contemplated by each of the Prospectus and any
                  Integrated

                                     - 11 -



                  Prospectus (or, if the Prospectus and any required Integrated
                  Prospectus are not in existence, the most recent Preliminary
                  Prospectus).

            (xxi) No subsidiary of the Company is currently prohibited,
                  directly or indirectly, from paying any dividends to the
                  Company, from making any other distribution on such
                  subsidiary's capital stock, from repaying to the Company any
                  loans or advances to such subsidiary from the Company or from
                  transferring any of such subsidiary's property or assets to
                  the Company or any other subsidiary of the Company, except as
                  described in or contemplated by each of the Prospectus and any
                  Integrated Prospectus (or, if the Prospectus and any required
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus).

           (xxii) The Company and its subsidiaries possess all certificates,
                  authorizations and permits issued by the appropriate federal,
                  state or foreign regulatory authorities necessary to conduct
                  their respective businesses, and neither the Company nor any
                  such subsidiary has received any notice of proceedings
                  relating to the revocation or modification of any such
                  certificate, authorization or permit which, singly or in the
                  aggregate, if the subject of an unfavorable decision, ruling
                  or finding, would result in a material adverse change in the
                  Company and its subsidiaries as a whole, except as described
                  or contemplated by each of the Prospectus and any Integrated
                  Prospectus (or, if the Prospectus and any required Integrated
                  Prospectus are not in existence, the most recent Preliminary
                  Prospectus).

          (xxiii) The Company has filed all foreign, federal, state and local
                  tax returns that are required to be filed or has requested
                  extensions thereof (except in any case in which the failure so
                  to file would not have a material adverse effect on the
                  Company and its subsidiaries as a whole) and has paid all
                  taxes required to be paid by it and any other assessment, fine
                  or penalty levied against it, to the extent that any of the
                  foregoing is due and payable, except to the extent that any
                  such assessment, fine or penalty would not have a material
                  adverse effect on the Company and its subsidiaries as a whole
                  or as described in or contemplated by each of the Prospectus
                  and any Integrated Prospectus (or, if the Prospectus and any
                  required Integrated Prospectus are not in existence, the most
                  recent Preliminary Prospectus).

                                     - 12 -



           (xxiv) Neither the Company nor any of its subsidiaries is in
                  violation of any federal or state law or regulation relating
                  to occupational safety and health or to the storage, handling
                  or transportation of hazardous or toxic material and the
                  Company and its subsidiaries have received all permits,
                  licenses or other approvals required of them under applicable
                  federal and state occupational safety and health and
                  environmental laws and regulations to conduct their respective
                  businesses, and the Company and each such subsidiary is in
                  compliance with all terms and conditions of any such permit,
                  license or approval, except any such violation of law or
                  regulation, failure to receive required permits, licenses or
                  other approvals or failure to comply with the terms and
                  conditions of such permits, licenses or approvals which would
                  not, singly or in the aggregate, have a material adverse
                  effect on the Company and its subsidiaries as a whole, except
                  as described in or contemplated by each of the Prospectus and
                  any Integrated Prospectus (or, if the Prospectus and any
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus).

            (xxv) Each certificate signed by any officer of the Company and
                  delivered to the Representative or counsel for the
                  Underwriters shall be deemed to be a representation and
                  warranty by the Company to each Underwriter as to the matters
                  covered thereby.
 
           (xxvi) Except for the shares of capital stock of each of the
                  subsidiaries owned by the Company and such subsidiaries,
                  neither the Company nor any such subsidiary owns any shares of
                  stock or any other equity securities of any corporation or has
                  any equity interest in any firm, partnership, association or
                  other entity, except as described in or contemplated by each
                  of the Prospectus and any Integrated Prospectus (or, if the
                  Prospectus and any Integrated Prospectus are not in existence,
                  the most recent Preliminary Prospectus).

          (xxvii) The Company has complied with all provisions of Section
                  517.075, Florida Statutes (Chapter 92-198, Laws of Florida) to
                  the extent such provisions are applicable to the Company.

         (xxviii) The Company has not distributed and, prior to the later of
                  (A) the Firm Closing Date and (B) the completion of the
                  distribution of the Securities, will not distribute any
                  offering

                                     - 13 -



                  material in connection with the offering and sale of the
                  Securities other than the Registration Statement or any
                  amendment thereto, any Preliminary Prospectus, the Prospectus
                  or any Integrated Prospectus or any supplement or amendment
                  thereto, or any materials, if any permitted by the Act.

           (xxix) Except as disclosed in each of the Prospectus and any
                  Integrated Prospectus (or, if the Prospectus and any required
                  Integrated Prospectus are not existence, the most recent
                  Preliminary Prospectus), there are no outstanding (A)
                  securities or obligations of the Company or any of its
                  subsidiaries convertible into or exchangeable for any capital
                  stock of the Company or any such subsidiary, (B) warrants,
                  rights or options to subscribe for or purchase from the
                  Company or any such subsidiary any such capital stock or any
                  such convertible or exchangeable securities or obligations, or
                  (C) obligations of the Company or any such subsidiary to issue
                  any shares of capital stock, any such convertible or
                  exchangeable securities or obligations, or any such warrants,
                  rights or options.

                  (b) The Group 2 Selling Securityholder represents and warrants
         to, and agrees with, each of the several Underwriters that, to the
         extent that any statements or omissions are made in the Registration
         Statement, any Preliminary Prospectus, the Prospectus, any Integrated
         Prospectus or any amendment or supplement thereto in reliance upon and
         in conformity with written information furnished to the Company by the
         Group 2 Selling Securityholder specifically for use therein, such
         information in the Preliminary Prospectus, the Registration Statement,
         the Prospectus, any Integrated Prospectus and any amendments or
         supplements thereto, when they become effective or are filed with the
         Commission, as the case may be, did and will conform in all material
         respects to the requirements of the Act, the Exchange Act and the
         respective rules and regulations of the Commission thereunder and will
         not contain any untrue statement of a material fact or omit to state
         any material fact required to be stated therein or necessary to make
         the statements therein, in the light of the circumstances under which
         they are made, not misleading. The Group 2 Selling Securityholder has
         reviewed the Prospectus and any Integrated Prospectus or if the
         Prospectus and any required Integrated Prospectus are not in existence,
         the most recent Preliminary Prospectus, and the Registration Statement,
         and the information regarding the Group 2 Selling Securityholder set
         forth therein under the caption "Selling Shareholders" is complete and
         accurate.

                  (c) Each Selling Securityholder represents and warrants to,
        and agrees with, each of the several Underwriters that:

                                     - 14 -



             (i)  Such Selling Securityholder has full power to enter into this
                  Agreement and to sell, assign, transfer and deliver to the
                  Underwriters the Securities to be sold by such Selling
                  Securityholder hereunder in accordance with the terms of this
                  Agreement; and this Agreement has been duly executed and
                  delivered by such Selling Securityholder.

             (ii) Such Selling Securityholder has duly executed and delivered a
                  power of attorney and custody agreement (with respect to such
                  Selling Securityholder, the "Power-of-Attorney" and the
                  "Custody Agreement", respectively), each in the form
                  heretofore delivered to the Representative, appointing Albert
                  H. Nahmad and Ronald P. Newman as such Selling
                  Securityholder's attorney-in-fact (the "Attorney-in-Fact")
                  with authority to execute, deliver and perform this Agreement
                  on behalf of such Selling Securityholder and appointing First
                  Union Bank, as custodian thereunder (the "Custodian").
                  Certificates in negotiable form, endorsed in blank or
                  accompanied by blank stock powers duly executed, with
                  signatures appropriately guaranteed, representing the
                  Securities to be sold by such Selling Securityholder hereunder
                  have been deposited with the Custodian pursuant to the Custody
                  Agreement for the purpose of delivery pursuant to this
                  Agreement. Such Selling Securityholder has full power to enter
                  into the Custody Agreement and the Power-of-Attorney and to
                  perform its obligations under the Custody Agreement. The
                  Custody Agreement and the Power-of-Attorney have been duly
                  executed and delivered by such Selling Securityholder and,
                  assuming due authorization, execution and delivery by the
                  Custodian, are the legal, valid, binding and enforceable
                  instruments of such Selling Securityholder. Such Selling
                  Securityholder agrees that each of the Securities represented
                  by the certificates on deposit with the Custodian is subject
                  to the interests of the Underwriters hereunder, that the
                  arrangements made for such custody, the appointment of the
                  Attorney-in-Fact and the right, power and authority of the
                  Attorney-in-Fact to execute and deliver this Agreement, to
                  agree on the price at which the Securities (including such
                  Selling Securityholder's Securities) are to be sold to the
                  Underwriters, and to carry out the terms of this Agreement,
                  are to that extent irrevocable and that the obligations of
                  such Selling Securityholder hereunder shall not be terminated,
                  except as provided in this Agreement or the Custody Agreement,
                  by any act of such Selling Securityholder, by operation of law
                  or otherwise, whether in the case of any

                                     - 15 -



                  individual Selling Securityholder by the death or incapacity
                  of such Selling Securityholder, in the case of a trust or
                  estate by the death of the trustee or trustees or the executor
                  or executors or the termination of such trust or estate, or in
                  the case of a corporate or partnership Selling Securityholder
                  by its liquidation or dissolution or by the occurrence of any
                  other event. If any individual Selling Securityholder, trustee
                  or executor should die or become incapacitated or any such
                  trust should be terminated, or if any corporate or partnership
                  Selling Securityholder shall liquidate or dissolve, or if any
                  other event should occur, before the delivery of such
                  Securities hereunder, the certificates for such Securities
                  deposited with the Custodian shall be delivered by the
                  Custodian in accordance with the respective terms and
                  conditions of this Agreement as if such death, incapacity,
                  termination, liquidation or dissolution or other event had not
                  occurred, regardless of whether or not the Custodian or the
                  Attorney-in-Fact shall have received notice thereof.

            (iii) Such Selling Securityholder is the lawful owner of the
                  Securities to be sold by such Selling Securityholder hereunder
                  and upon sale and delivery of, and payment for, such
                  Securities, as provided herein, such Selling Securityholder
                  will convey good and valid title to such Securities, free and
                  clear of any security interests, liens, encumbrances,
                  equities, claims or other defects.

             (iv) Such Selling Securityholder has not, directly or indirectly,
                  (A) taken any action designed to cause or result in, or that
                  has constituted or which might reasonably be expected to
                  constitute, the stabilization or manipulation of the price of
                  any security of the Company to facilitate the sale or resale
                  of the Common Stock.

             (v)  Such Selling Securityholder has not, since the filing of the
                  Registration Statement (A) sold, bid for, purchased, or paid
                  anyone any compensation for soliciting purchases of, the
                  Common Stock (including the Securities), or the Class B Common
                  Stock, or any securities convertible into, or exchangeable or
                  exercisable for, shares of Common Stock or the Class B Common
                  Stock or (B) paid or agreed to pay to any person any
                  compensation for soliciting another to purchase any other
                  securities of the Company (except for the sale of Securities
                  by the Selling Securityholders under this Agreement).

                                     - 16 -



             (vi) The Selling Securityholder is not aware of any adverse
                  information concerning the Company that is not set forth in
                  the Registration Statement, each of the Prospectus and any
                  Integrated Prospectus (or, if the Prospectus and any required
                  Integrated Prospectus are not in existence, the most recent
                  Preliminary Prospectus).

            (vii) The sale of the Securities to the Underwriters by such
                  Selling Securityholder pursuant to this Agreement, the
                  compliance by such Selling Securityholder with the other
                  provisions of this Agreement, the Custody Agreement and the
                  consummation of the other transactions herein contemplated do
                  not (A) require the consent, approval, authorization,
                  registration or qualification of or with any governmental
                  authority, except such as have been obtained, such as may be
                  required under state securities or blue sky laws and, if the
                  registration statement filed with respect to the Securities
                  (as amended) is not effective under the Act as of the time of
                  execution hereof, such as may be required (and shall be
                  obtained as provided in this Agreement) under the Act and the
                  Exchange Act or (B) conflict with or result in a breach or
                  violation of any of the terms and provisions of, or constitute
                  a default under any indenture, mortgage, deed of trust, lease
                  or other agreement or instrument to which such Selling
                  Securityholder is a party or by which such Selling
                  Securityholder or any of such Selling Securityholder's
                  properties are bound, or any statute or any judgment, decree,
                  order, rule or regulation of any court or other governmental
                  authority or any arbitrator applicable to such Selling
                  Securityholder which would constitute a material judgment,
                  decree, order, rule or regulation or which would prevent the
                  consummation of any transaction contemplated hereby.

           (viii) The Selling Stockholders have not distributed and, prior to
                  the later of (A) the Firm Closing Date and (B) the completion
                  of the distribution of the shares, will not distribute any
                  offering material in connection with the offering and sale of
                  the shares other than the Registration Statement or any
                  amendment thereto, any Preliminary Prospectus, the Prospectus
                  or any Integrated Prospectus or any amendment or supplement
                  thereto, or other materials, if any, permitted by the Act.

             (ix) In order to document the Underwriters' compliance with the
                  reporting and withholding provisions of the Internal Revenue
                  Code of 1986, as amended, with respect to the transactions

                                     - 17 -



                  herein contemplated, the Selling Stockholders agree to deliver
                  to you prior to or on the Firm Closing Date, as hereinafter
                  defined, a properly completed and executed United States
                  Treasury Department Form W-8 or W-9 (or other applicable form
                  of statement specified by Treasury Department regulations in
                  lieu thereof).

       3.    PURCHASE, SALE AND DELIVERY OF THE SECURITIES.

             (a) On the basis of the representations, warranties, agreements and
       covenants herein contained and subject to the terms and conditions herein
       set forth, the Company agrees to issue and sell, and each of the Selling
       Securityholders, severally and not jointly, agrees to sell, to each of
       the Underwriters, and each of the Underwriters, severally and not
       jointly, agrees to purchase from the Company and each of the Selling
       Securityholders, at a purchase price of $___ per share, the number of
       Firm Securities (to be adjusted by you so as to eliminate fractional
       shares) determined by multiplying the aggregate number of Firm Securities
       to be sold by the Company and each of the Selling Securityholders as set
       forth opposite their respective names in Schedule 2 hereto by a fraction,
       the numerator of which is the aggregate number of Firm Securities to be
       purchased by such Underwriter as set forth opposite the name of such
       Underwriter in Schedule 1 hereto and the denominator of which is the
       aggregate number of Firm Securities to be purchased by all the
       Underwriters from the Company and each of the Selling Securityholders.
       One or more certificates in definitive form for the Firm Securities that
       the several Underwriters have agreed to purchase hereunder, and in such
       denomination or denominations and registered in such name or names as the
       Representative requests upon notice to the Company and each of the
       Selling Securityholders at least 48 hours prior to the Firm Closing Date,
       shall be delivered by or on behalf of the Company and each of the Selling
       Securityholders to the Representative for the respective accounts of the
       Underwriters, against payment by or on behalf of the Underwriters of the
       purchase price therefor by certified or official bank check or checks
       drawn upon or by a New York Clearing House bank and payable in next-day
       funds to the order of the Company or the Custodian as their interests may
       appear. Such delivery of and payment for the Firm Securities shall be
       made at the offices of King & Spalding, 120 W. 45th Street, New York, New
       York at 9:30 A.M., New York time, on ________, 1996, or at such other
       place, time or date as the Representative, the Company and each of the
       Selling Securityholders may agree upon or as the Representative may
       determine pursuant to Section 9 hereof, such time and date of delivery
       against payment being herein referred to as the "Firm Closing Date". The
       Company will make such certificate or certificates for the Firm
       Securities available for checking and packaging by the Representative at
       the offices in New York, New York of the Company's transfer agent or
       registrar or of Prudential Securities Incorporated at least 24 hours
       prior to the Firm Closing Date.

                                     - 18 -



              (b) For the purpose of covering any over allotments in connection
       with the distribution and sale of the Firm Securities as contemplated by
       each of the Prospectus and any Integrated Prospectus, the Company hereby
       grants to the several Underwriters an option to purchase, severally and
       not jointly, the Option Securities. The purchase price to be paid for any
       Option Securities shall be the same price per share as the price per
       share for the Firm Securities set forth above in paragraph (a) of this
       Section 3. The option granted hereby may be exercised as to all or any
       part of the Option Securities from time to time within thirty days after
       the date of the Prospectus (or, if such 30th day shall be a Saturday or
       Sunday or a holiday, on the next business day thereafter when the New
       York Stock Exchange is open for trading). The Underwriters shall not be
       under any obligation to purchase any of the Option Securities prior to
       the exercise of such option. The Representative may from time to time
       exercise the option granted hereby by giving notice in writing or by
       telephone (confirmed in writing) to the Company setting forth the
       aggregate number of Option Securities as to which the several
       Underwriters are then exercising the option and the date and time for
       delivery of and payment for such Option Securities. Any such date of
       delivery shall be determined by the Representative but shall not be
       earlier than two business days or later than three business days after
       such exercise of the option and, in any event, shall not be earlier than
       the Firm Closing Date. The time and date set forth in such notice, or
       such other time on such other date as the Representative and the Company
       may agree upon or as the Representative may determine pursuant to Section
       9 hereof, is herein called the "Option Closing Date" with respect to such
       Option Securities. Upon exercise of the option as provided herein, the
       Company shall become obligated to sell to each of the several
       Underwriters, and, subject to the terms and conditions herein set forth,
       each of the Underwriters (severally and not jointly) shall become
       obligated to purchase from the Company, the same percentage of the total
       number of Option Securities as to which the several Underwriters are then
       exercising the option as such Underwriter is obligated to purchase of the
       aggregate number of Firm Securities, as adjusted by the Representative in
       such manner as it deems advisable to avoid fractional shares. If the
       option is exercised as to all or any portion of the Option Securities,
       one or more securities in definitive form for such Option Securities, and
       payment therefor, shall be delivered on the related Option Closing Date
       in the manner, and upon the terms and conditions, set forth in paragraph
       (a) of this Section 3, except that reference therein to the Firm
       Securities and the Firm Closing Date shall be deemed, for purposes of
       this paragraph (b), to refer to such Option Securities and Option Closing
       Date, respectively.

             (c) It is understood that you, individually and not as the
       Representative, may (but shall not be obligated to) make payment on
       behalf of any Underwriter or Underwriters for any of the Securities to be
       purchased by such Underwriter or Underwriters. No such payment shall
       relieve such Underwriter or Underwriters from any of its or their
       obligations hereunder.

                                     - 19 -



       4.    OFFERING BY THE UNDERWRITERS. Upon your authorization of the
release of the Firm Securities, the several Underwriters propose to offer the
Firm Securities for sale to the public upon the terms set forth in the
Prospectus.

       5.    COVENANTS OF THE COMPANY AND THE SELLING SECURITYHOLDERS.

             (a)    The Company covenants and agrees with each of the
       Underwriters that:

                    (i)  The Company will use its best efforts to cause the
                         Registration Statement, if not effective at the time of
                         execution of this Agreement, and any amendments thereto
                         to become effective as promptly as possible. If
                         required, the Company will file the Prospectus or any
                         Term Sheet that constitutes a part thereof, any
                         Integrated Prospectus and any amendment or supplement
                         thereto with the Commission in the manner and within
                         the time period required by Rules 434 and 424(b) under
                         the Act. During the time when a prospectus relating to
                         the Securities is required to be delivered under the
                         Act, the Company (A) will comply with all requirements
                         imposed upon it by the Act, the Exchange Act and the
                         respective rules and regulations of the Commission
                         thereunder to the extent necessary to permit the
                         continuance of sales of or dealings in the Securities
                         in accordance with the provisions hereof and of each of
                         the Prospectus and any Integrated Prospectus, as then
                         amended or supplemented, and (B) will not file with the
                         Commission, the Prospectus, Term Sheet or any
                         Integrated Prospectus or the amendment referred to in
                         the third sentence of Section 2(a)(i) hereof, any
                         amendment or supplement to such Prospectus, Term Sheet
                         or any Integrated Prospectus or any amendment to the
                         Registration Statement (including amendments of the
                         documents incorporated by reference therein) or any
                         Rule 462(b) Registration Statement of which the
                         Representative shall not previously have been advised
                         and furnished with a copy for a reasonable period of
                         time prior to the proposed filing and as to which
                         filing the Representative shall not have given its
                         consent. The Company will prepare and file with the
                         Commission, in accordance with the rules and
                         regulations of the Commission, promptly upon request by
                         the Representative or counsel for the Underwriters, any
                         amendments to the Registration Statement (including
                         amendments of the documents incorporated by reference
                         therein) or any Rule 462(b) Registration Statement or
                         amendments or supplements to the Prospectus and any
                         Integrated Prospectus that may be necessary or
                         advisable in connection with the distribution of the

                                     - 20 -



                         Securities by the several Underwriters, and will use
                         its best efforts to cause any such amendment to the
                         Registration Statement to be declared effective by the
                         Commission as promptly as possible. The Company will
                         advise the Representative, promptly after receiving
                         notice thereof, of the time when the Registration
                         Statement or any amendment thereto has been filed or
                         declared effective or the Prospectus or any Integrated
                         Prospectus or any amendment or supplement thereto has
                         been filed and will provide evidence satisfactory to
                         the Representative of each such filing or
                         effectiveness.

                    (ii) The Company will advise the Representative, promptly
                         after receiving notice or obtaining knowledge thereof,
                         of (A) the issuance by the Commission of any stop order
                         suspending the effectiveness of the Original
                         Registration Statement or any Rule 462(b) Registration
                         Statement or any post-effective amendment thereto or
                         any order directed at any document incorporated by
                         reference in the Registration Statement, the Prospectus
                         or any Integrated Prospectus or any amendment or
                         supplement thereto or any order preventing or
                         suspending the use of any Preliminary Prospectus, the
                         Prospectus or any Integrated Prospectus or any
                         amendment or supplement thereto, (B) the suspension of
                         the qualification of the Securities for offering or
                         sale in any jurisdiction, (C) the institution,
                         threatening or contemplation of any proceeding for any
                         such purpose or (D) any request made by the Commission
                         for amending the Original Registration Statement or any
                         Rule 462(b) Registration Statement, for amending or
                         supplementing any Preliminary Prospectus, the
                         Prospectus or any Integrated Prospectus or for
                         additional information. The Company will use its best
                         efforts to prevent the issuance of any such stop order
                         and, if any such stop order is issued, to obtain the
                         withdrawal thereof as promptly as possible.

                   (iii) The Company will arrange for the qualification of the
                         Securities for offering and sale under the securities
                         or blue sky laws of such jurisdictions as the
                         Representative may designate and will continue such
                         qualifications in effect for as long as may be
                         necessary to complete the distribution of the
                         Securities, PROVIDED, HOWEVER, that in connection
                         therewith the Company shall not be required to qualify
                         as a foreign corporation or to execute a general
                         consent to service of process in any jurisdiction.

                                     - 21 -



                    (iv) If, at any time prior to the later of (A) the final
                         date when a prospectus relating to the Securities is
                         required to be delivered under the Act or (B) the
                         Option Closing Date, any event occurs as a result of
                         which the Prospectus or any Integrated Prospectus, as
                         then amended or supplemented, would include any untrue
                         statement of a material fact or omit to state a
                         material fact necessary in order to make the statements
                         therein, in the light of the circumstances under which
                         they were made, not misleading, or if for any other
                         reason it is necessary at any time to amend or
                         supplement the Prospectus or any Integrated Prospectus
                         to comply with the Act, the Exchange Act or the
                         respective rules or regulations of the Commission
                         thereunder, the Company will promptly notify the
                         Representative thereof and, subject to Section 5(a)(i)
                         hereof, will prepare and file with the Commission, at
                         the Company's expense, an amendment to the Registration
                         Statement or an amendment or supplement to each of the
                         Prospectus and any required Integrated Prospectus that
                         corrects such statement or omission or effects such
                         compliance.

                     (v) The Company will, without charge, provide (A) to the
                         Representative and to counsel for the Underwriters a
                         conformed copy of the registration statement originally
                         filed with respect to the Securities and each amendment
                         thereto (in each case including exhibits thereto) or
                         any Rule 462(b) Registration Statement, certified by
                         the Secretary or an Assistant Secretary of the Company
                         to be true and complete copies thereof as filed with
                         the Commission by electronic transmission, (B) to each
                         other Underwriter, a conformed copy of such
                         registration statement and any Rule 462(b) Registration
                         Statement and each amendment thereto (in each case
                         without exhibits thereto) and (C) so long as a
                         prospectus relating to the Securities is required to be
                         delivered under the Act, as many copies of each
                         Preliminary Prospectus, the Prospectus or any
                         Integrated Prospectus or any amendment or supplement
                         thereto as the Representative may reasonably request;
                         without limiting the application of clause (iii) of
                         this sentence, the Company, not later than (A) 6:00 PM,
                         New York City time, on the date of determination of the
                         public offering price, if such determination occurred
                         at or prior to 12:00 Noon, New York City time, on such
                         date or (B) 6:00 PM, New York City time, on the
                         business day following the date of determination of the
                         public offering price, if such determination occurred
                         after 12:00 Noon, New York City time, on such date,
                         will deliver to the Representative,

                                     - 22 -



                         without charge, as many copies of the Prospectus and
                         any amendment or supplement thereto as the
                         Representative may reasonably request for purposes of
                         confirming orders that are expected to settle on the
                         Firm Closing Date.

                    (vi) The Company, as soon as practicable, will make
                         generally available to its securityholders and to the
                         Representative a consolidated earnings statement of the
                         Company and its subsidiaries that satisfies the
                         provisions of Section 11(a) of the Act and Rule 158
                         thereunder.

                   (vii) The Company will apply the net proceeds from the
                         sale of the Securities as set forth under "Use of
                         Proceeds" in each of the Prospectus and any Integrated
                         Prospectus.

                  (viii) The Company will not, directly or indirectly, without
                         the prior written consent of Prudential Securities
                         Incorporated, on behalf of the Underwriters, offer,
                         sell, offer to sell, contract to sell, grant any option
                         to purchase or otherwise sell or dispose (or announce
                         any offer, sale, offer of sale, contract of sale, grant
                         of any option to purchase or other sale or disposition)
                         of any shares of Common Stock or Class B Common Stock
                         or any securities convertible into, or exchange or
                         exercisable for, shares of Common Stock or Class B
                         Common Stock for a period of 120 days after the date
                         hereof, except pursuant to this Agreement and except
                         for issuances pursuant to the exercise of employee
                         stock options outstanding on the date hereof or
                         pursuant to the terms of convertible securities of the
                         Company outstanding on the date hereof.

                    (ix) The Company will not, directly or indirectly, (A)
                         take any action designed to cause or to result in, or
                         that has constituted or which might reasonably be
                         expected to constitute, the stabilization or
                         manipulation of the price of any security of the
                         Company to facilitate the sale or resale of the
                         Securities of (B) (1) sell, bid for, purchase, or pay
                         anyone any compensation for soliciting purchases of,
                         the Securities or (2) pay or agree to pay to any person
                         any compensation for soliciting another to purchase any
                         other securities of the Company (except for the sale of
                         Securities by the Selling Securityholders pursuant to
                         this Agreement).

                     (x) During a period of five years from the date of the
                         Prospectus, the Company will deliver to you and, upon
                         request, to each of

                                     - 23 -



                         the other Underwriters, without charge, promptly upon
                         their becoming available, copies of any current,
                         regular and periodic reports filed with the Commission
                         or any national securities exchange.

                    (xi) If at any time during the 25-day period after the
                         Registration Statement becomes effective or the period
                         prior to the Option Closing Date, any rumor,
                         publication or event relating to or affecting the
                         Company shall occur as a result of which in your
                         opinion the market price of the Common Stock has been
                         or is likely to be materially affected (regardless of
                         whether such rumor, publication or event necessitates a
                         supplement to or amendment of the Prospectus or any
                         Integrated Prospectus), the Company will, after written
                         notice from you advising the Company to the effect set
                         forth above, forthwith prepare, consult with you
                         concerning the substance of, and disseminate a press
                         release or other public statement, reasonably
                         satisfactory to you responding to or commenting on such
                         rumor, publication or event.

                   (xii) If the Company elects to rely on Rule 462(b), the
                         Company shall both file a Rule 462(b) Registration
                         Statement with the Commission in compliance with Rule
                         462(b) and pay the applicable fees in accordance with
                         Rule 111 promulgated under the Act by the earlier of
                         (i) 10:00 P.M. Eastern time on the date of this
                         Agreement and (ii) the time confirmations are sent or
                         given, as specified by Rule 462(b)(2).

                  (xiii) The Company will obtain the agreements described
                         in Section 7(j) hereof prior to the Firm Closing Date.

                   (xiv) The Company will cause the Securities to be duly
                         authorized for listing by the New York Stock Exchange.

             (b)    Each of the Selling Securityholders covenants and agrees
       with each of the Underwriters that:

                     (i) Such Selling Securityholder will not, directly or
                         indirectly, without the prior written consent of
                         Prudential Securities Incorporated, offer, sell, offer
                         to sell, contract to sell, pledge, grant any option to
                         purchase or otherwise sell or dispose (or announce any
                         offer, sale, offer of sale, contract of sale, pledge,
                         grant of any option to purchase or other sale or
                         disposition) of

                                     - 24 -



                         any shares of Common Stock or Class B Common Stock
                         legally or beneficially owned by such Selling
                         Securityholder or any securities convertible into, or
                         exchangeable or exercisable for, shares of Common Stock
                         or Class B Common Stock for a period of 120 days after
                         the date hereof, other than any such securities
                         disposed of as bona fide gifts to persons who agree in
                         writing with you to be bound by the provisions of this
                         clause.

                    (ii) Such Selling Securityholder will not, directly or
                         indirectly, (A) take any action designed to cause or
                         result in, or that has constituted or which might
                         reasonably be expected to constitute, the stabilization
                         or manipulation of the price of any security of the
                         Company to facilitate the sale or resale of the
                         Securities or (B) (1) sell, bid for, purchase, or pay
                         anyone any compensation for soliciting purchases of,
                         the Securities or (2) pay or agree to pay to any person
                         any compensation for soliciting another to purchase any
                         other securities of the Company (except for the sale of
                         Securities by the Selling Securityholders under this
                         Agreement).

         6. EXPENSES. Except as provided in the immediately succeeding sentence,
the Company and each of the Selling Securityholders will pay all costs and
expenses incident to the performance of their respective obligations under this
Agreement (on such basis as shall be agreed between them as described in Part II
of the Registration Statement), whether or not the transactions contemplated
herein are consummated or this Agreement is terminated pursuant to Section 11
hereof, including all costs and expenses incident to (i) the printing or other
production of documents with respect to the transactions, including any costs of
printing the registration statement originally filed with respect to the
Securities and any amendment thereto, any Rule 462(b) Registration Statement,
any Preliminary Prospectus, the Prospectus and any Integrated Prospectus and any
amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii)
all arrangements relating to the delivery to the Underwriters of copies of the
foregoing documents, (iii) the fees and disbursements of the counsel,
accountants and any other experts or advisors retained by the Company, (iv)
preparation, issuance and delivery to the Underwriters of any certificates
evidencing the Securities, including transfer agent's and registrar's fees, (v)
the qualification of the Securities under state securities and blue sky laws,
including filing fees and disbursements of counsel for the Underwriters relating
thereto, (vi) the filing fees of the Commission and the National Association of
Securities Dealers, Inc. relating to the Securities, (vii) the listing of the
Securities on the New York Stock Exchange, (viii) meetings with prospective
investors in the Securities (other than shall have been specifically approved by
the Representative to be paid for by the Underwriters), (ix) any fees and
expenses of counsel for such Selling Securityholder and (x) the fees and
expenses of the Attorney-in-Fact and the Custodian. Each of the Selling
Securityholders will pay or cause to be paid all costs and expenses incident to
the performance of such Selling Securityholder's obligations under this

                                     - 25 -



Agreement which are not otherwise specifically provided for in this Section,
including all expenses and taxes incident to the sale and delivery of the
Securities to be sold by such Selling Securityholder to the Underwriters
hereunder. If the sale of the Securities provided for herein is not consummated
because any condition to the obligations of the Underwriters set forth in
Section 7 hereof is not satisfied, because this Agreement is terminated pursuant
to Section 11 hereof or because of any failure, refusal or inability on the part
of the Company to perform all obligations and satisfy all conditions on its part
to be performed or satisfied hereunder other than by reason of a default by any
of the Underwriters, the Company and the Selling Securityholders pro rata (based
on the number of Firm Securities to be sold by the Company and such Selling
Securityholder) will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Securities. Neither the Company nor any of the Selling Securityholders shall
in any event be liable to any of the Underwriters for the loss of anticipated
profits from the transactions covered by this Agreement.

         7. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
several Underwriters to purchase and pay for the Firm Securities shall be
subject, in the Representative's sole discretion, to the accuracy of the
representations and warranties of the Company and the Selling Securityholders
contained herein as of the date hereof and as of the Firm Closing Date, as if
made on and as of the Firm Closing Date, to the accuracy of the statements of
the Company's officers and the Selling Securityholders made pursuant to the
provisions hereof, to the performance by the Company and each of the Selling
Securityholders of their respective covenants and agreements hereunder and to
the following additional conditions:

                  (a) If the Original Registration Statement or any amendment
         thereto filed prior to the Firm Closing Date has not been declared
         effective as of the time of execution hereof, the Original Registration
         Statement or such amendment and, if the Company has elected to rely
         upon Rule 462(b), the Rule 462(b) Registration Statement shall have
         been declared effective not later than earlier of (i) 11 A.M., New York
         time, on the date on which the amendment to the registration statement
         originally filed with respect to the Securities or to the Registration
         Statement, as the case may be, containing information regarding the
         initial public offering price of the Securities has been filed with the
         Commission, and (ii) the time confirmations are sent or given as
         specified by Rule 462(b)(2) or, with respect to the Original
         Registration Statement, such later time and date as shall have been
         consented to by the Representative; if required, the Prospectus or any
         Term Sheet that constitutes a part thereof and any Integrated
         Prospectus and any amendment or supplement thereto shall have been
         filed with the Commission in the manner and within the time period
         required by Rules 434 and 424(b) under the Act; no stop order
         suspending the effectiveness of the Registration Statement or any
         post-effective amendment thereto and no order directed at any document
         incorporated by reference in the Registration Statement, the Prospectus
         or any Integrated Prospectus or any

                                     - 26 -



         amendment or supplement thereto shall have been issued and no
         proceedings for that purpose shall have been instituted or threatened
         or, to the knowledge of the Company or the Representative, shall be
         contemplated by the commission; and the Company shall have complied
         with any request of the Commission for additional information (to be
         included in the Registration Statement, the Prospectus or any
         Integrated Prospectus or otherwise).

                  (b) The Representative shall have received an opinion, dated
         the Firm Closing Date, of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
         Quentel, P.A., counsel for the Company, to the effect that:

                     (i) the Company and each of its subsidiaries listed in
                         Schedule 3 hereto (the "Subsidiaries") have been duly
                         incorporated and are validly existing as corporations
                         in good standing under the laws of their respective
                         jurisdictions of incorporation and are duly qualified
                         to transact business as foreign corporations and are in
                         good standing under the laws of all other jurisdictions
                         where the ownership or leasing of their respective
                         properties or the conduct of their respective
                         businesses requires such qualification, except where
                         the failure to be so qualified does not amount to a
                         material liability or disability to the Company and its
                         subsidiaries, taken as a whole;

                    (ii) the Company and each of the Subsidiaries have
                         corporate power to own or lease their respective
                         properties and conduct their respective businesses as
                         described in the Registration Statement, the Prospectus
                         and any Integrated Prospectus, and the Company has
                         corporate power to enter into this Agreement and to
                         carry out all the terms and provisions hereof to be
                         carried out by it;

                   (iii) the issued shares of capital stock of each of the
                         Subsidiaries have been duly authorized and validly
                         issued, are fully paid and nonassessable and, except as
                         otherwise set forth in each of the Prospectus and any
                         Integrated Prospectus, are owned beneficially by the
                         Company free and clear of any perfected security
                         interests or, to the best knowledge of such counsel,
                         any other security interests, liens, encumbrances,
                         equities or claims;

                    (iv) the Company has an authorized capitalization as
                         set forth in each of the Prospectus and any Integrated
                         Prospectus; all of the issued shares of capital stock
                         of the Company have been duly authorized and validly
                         issued and are fully paid and nonassessable, have
                         either been issued in compliance with the

                                     - 27 -



                         registration requirements of all applicable federal and
                         state securities laws or the applicable statute of
                         limitation periods have expired without any claim
                         having been made in respect thereof, and were not
                         issued in violation of or subject to any preemptive
                         rights or other rights to subscribe for or purchase
                         securities; the Firm Securities have been duly
                         authorized by all necessary corporate action of the
                         Company and, when issued and delivered to and paid for
                         by the Underwriters pursuant to this Agreement, will be
                         validly issued, fully paid and nonassessable; the Firm
                         Securities have been duly authorized for listing on The
                         New York Stock Exchange; no holders of outstanding
                         shares of capital stock of the Company are entitled as
                         such to any preemptive or other rights to subscribe for
                         any of the Securities; and no holders of securities of
                         the Company are entitled to have such securities
                         registered under the Registration Statement;

                     (v) the statements set forth under the heading
                         "Description of Common Stock" in each of the Prospectus
                         and any Integrated Prospectus, insofar as such
                         statements purport to summarize certain provisions of
                         the capital stock of the Company, provide a fair
                         summary of such provisions;

                    (vi) the execution and delivery of this Agreement have
                         been duly authorized by all necessary corporate action
                         of the Company and this Agreement has been duly
                         executed and delivered by the Company;

                   (vii) to the best knowledge of such counsel, no legal
                         or governmental proceedings are pending to which the
                         Company or any of its subsidiaries is a party or to
                         which the property of its Company or any of its
                         subsidiaries is subject that are required to be
                         described in the Registration Statement, the Prospectus
                         or any Integrated Prospectus and are not described
                         therein, and no such proceedings have been threatened
                         against the Company or any of its subsidiaries or with
                         respect to any of their respective properties; and no
                         contract or other document is required to be described
                         in the Registration Statement, the Prospectus or any
                         Integrated Prospectus or to be filed as an exhibit to
                         the Registration Statement that is not described
                         therein or filed as required;

                  (viii) the issuance, offering and sale of the Securities to
                         the Underwriters by the Company pursuant to this
                         Agreement, the

                                     - 28 -



                         compliance by the Company with the other provisions of
                         this Agreement and the consummation of the other
                         transactions herein contemplated do not (A) require the
                         consent, approval, authorization, registration or
                         qualification of or with any governmental authority,
                         except such as have been obtained and such as may be
                         required under state securities or blue sky laws, or
                         (B) conflict with or result in a breach or violation of
                         any of the terms and provisions of, or constitute a
                         default under, any material indenture, mortgage, deed
                         of trust, lease or other agreement or instrument known
                         to such counsel, to which the Company or any of its
                         subsidiaries is a party or by which the Company or any
                         of its subsidiaries or any of their respective
                         properties are bound, or the charter documents or the
                         by-laws of the Company or any of the Subsidiaries, or
                         any statute or any material judgment, decree, order,
                         rule or regulation of any court or other governmental
                         authority or any arbitrator known to such counsel and
                         applicable to the Company or any of its subsidiaries;

                    (ix) the Registration Statement is effective under the
                         Act; any required filing of the Prospectus or any Term
                         Sheet that constitutes a part thereof pursuant to Rules
                         434 and 424(b) has been made in the manner and within
                         the time period required by Rules 434 and 424(b); and
                         no stop order suspending the effectiveness of the
                         Registration Statement or any post-effective amendment
                         thereto and no order directed at any document
                         incorporated by reference in the Registration
                         Statement, the Prospectus or any Integrated Prospectus
                         or any amendment of supplement thereto has been issued,
                         and no proceedings for that purpose have been
                         instituted or threatened or, to the best knowledge of
                         such counsel, are contemplated by the Commission;

                     (x) the registration statement originally filed with
                         respect to the Securities and each amendment thereto,
                         any Rule 462(b) Registration Statement, the Prospectus
                         and any Integrated Prospectus (in each case, including
                         the documents incorporated by reference therein but not
                         including the financial statements and other financial
                         information contained therein, as to which such counsel
                         need express no opinion) comply as to form in all
                         material respects with the applicable requirements of
                         the Act, the Exchange Act, and the respective rules and
                         regulations of the Commission thereunder;

                                     - 29 -



                  Such counsel shall also state that they have no reason to
         believe that the Registration Statement, as of its effective date,
         contained any untrue statement of a material fact or omitted to state
         any material fact required to be stated therein or necessary to make
         the statements therein not misleading or that the Prospectus or any
         Integrated Prospectus, as of its date or the date of such opinion,
         included or includes any untrue statement of a material fact or omitted
         or omits to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  In rendering any such opinion, such counsel may rely, as to
         matters of fact, to the extent such counsel deems proper, on
         certificates of responsible officers of the Company and public
         officials and, as to matters involving the application of laws of any
         jurisdiction other than the State of Florida or the United States, to
         the extent satisfactory in form and scope to counsel for the
         Underwriters, upon the opinion of [insert name of local counsel]
         satisfactory to counsel for the Underwriters. Insofar as the opinion in
         clause (viii)(B) above relates to the Company's subsidiaries other than
         Gemaire Distributors, Inc., Heating & Cooling Supply, Inc., Comfort
         Supply, Inc., Central Air Conditioning Distributors, Inc., Dunhill
         Personnel System, Inc., Watsco Components, Inc., Rho Sigma, Inc.,
         Cam-Stat, Inc. and P.E./Del Mar, Inc., such opinion may be limited to
         actual awareness of such counsel without any inquiry other than
         inquiries of officers of the Company. The foregoing opinion shall also
         state that the Underwriters are justified in relying upon such opinion
         of [insert name of local counsel], and copies of such opinion shall be
         delivered to the Representative and counsel for the Underwriters.

                  References to the Registration Statement, the Prospectus or
         any Integrated Prospectus in this paragraph (b) shall include any
         amendment or supplement thereto at the date of such opinion.

                  (c) The Selling Securityholders shall have furnished to the
         Representative the opinion of Greenberg, Traurig, Hoffman, Lipoff,
         Rosen & Quentel, P.A., counsel for the Selling Securityholders, dated
         the Firm Closing Date, to the effect that:

                     (i) Such Selling Securityholder has full power to enter
                         into this Agreement, the Custody Agreement and the
                         Power-of-Attorney and to sell, transfer and deliver the
                         Securities being sold by such Selling Securityholder
                         hereunder in the manner provided in this Agreement and
                         to perform its obligations under the Custody Agreement;
                         this Agreement, the Custody Agreement and the
                         Power-of-Attorney have been duly executed and delivered
                         by each Selling Securityholder; assuming due
                         authorization, execution and delivery by the Custodian,
                         the Custody Agreement and the Power-of-Attorney are the
                         legal, valid, binding and enforceable instruments of
                         such Selling

                                     - 30 -



                         Securityholder, subject to applicable bankruptcy,
                         insolvency and similar laws affecting creditors' rights
                         generally and subject, as to enforceability, to general
                         principles of equity (regardless of whether enforcement
                         is sought in a proceeding in equity or at law);
 
                    (ii) the delivery by each Selling Securityholder to the
                         several Underwriters of certificates for the Securities
                         being sold hereunder by such Selling Securityholder
                         against payment therefor as provided herein, will
                         convey good and valid title to such Securities to the
                         several Underwriters, free and clear of all security
                         interests, liens, encumbrances, equities, claims or
                         other defects;

                   (iii) the sale of the Securities to the Underwriters by
                         such Selling Securityholder pursuant to this Agreement,
                         the compliance by such Selling Securityholder with the
                         other provisions of this Agreement, the Custody
                         Agreement and the consummation of the other
                         transactions herein contemplated do not (A) require the
                         consent, approval, authorization, registration or
                         qualification of or with any governmental authority,
                         except such as have been obtained and such as may be
                         required under state securities or blue sky laws, or
                         (B) conflict with or result in a breach or violation of
                         any of the terms and provisions of, or constitute a
                         default under any material indenture, mortgage, deed of
                         trust, lease or other agreement or instrument to which
                         such Selling Securityholder is a party or by which such
                         Selling Securityholder or any of such Selling
                         Securityholder's properties are bound, or any statute
                         or any judgment, decree, order, rule or regulation of
                         any court or other governmental authority or any
                         arbitrator applicable to such Selling Securityholder.

                  In rendering such opinion, such counsel may rely, as to
         matters of fact, to the extent such counsel deems proper, on
         certificates of responsible officers of the Company and public
         officials and, as to matters involving the application of laws of any
         jurisdiction other than the State of Florida or the United States, to
         the extent satisfactory in form and scope to counsel for the
         Underwriters, upon the opinion of [insert name of local counsel]. The
         foregoing opinion shall also state that the Underwriters are justified
         in relying upon such opinion of [insert name of local counsel], and
         copies of such opinion shall be delivered to the Representative and
         counsel for the Underwriters.

                                     - 31 -



                  References to the Registration Statement, the Prospectus or
         any Integrated Prospectus in this paragraph (c) shall include any
         amendment or supplement thereto at the date of such opinion.

                  (d) The Representative shall have received an opinion, dated
         the Firm Closing Date, of King & Spalding counsel for the Underwriters,
         with respect to the issuance and sale of the Firm Securities, the
         Registration Statement, the Prospectus or any Integrated Prospectus,
         and such other related matters as the Representative may reasonably
         require, and the Company shall have furnished to such counsel such
         documents as they may reasonably request for the purpose of enabling
         them to pass upon such matters. In rendering such opinion, such counsel
         may rely as to all matters of Florida law upon the opinion of
         Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., referred to
         in paragraph (b) above.

                  (e) The Representative shall have received from Arthur
         Anderson LLP a letter or letters dated, respectively, the date hereof
         and the Firm Closing Date, in form and substance satisfactory to the
         Representative to the effect that:

                     (i) they are independent accountants with respect to the
                         Company and its consolidated subsidiaries within the
                         meaning of the Act, the Exchange Act and the applicable
                         rules and regulations thereunder;
 
                   (ii) in their opinion, the audited consolidated financial
                         statements and schedules and pro forma financial
                         statements of the Company examined by them and included
                         in the Registration Statement, the Prospectus and any
                         Integrated Prospectus comply in form in all material
                         respects with the applicable accounting requirements of
                         the Act, the Exchange Act and the related published
                         rules and regulations thereunder;

                   (iii) on the basis of their limited review in accordance with
                         standards established by the American Institute of
                         Certified Public Accountants of the interim unaudited
                         consolidated condensed financial statements of the
                         Company and its consolidated subsidiaries as of and for
                         the nine months ended September 30, 1995 included in
                         the Registration Statement, the Prospectus and any
                         Integrated Prospectus, and carrying out certain
                         specified procedures (which do not constitute an
                         examination made in accordance with generally accepted
                         auditing standards) that would not necessarily reveal
                         matters of significance with respect to the comments
                         set forth in this paragraph (iii), a reading of the
                         minute books of the shareholders, the board of
                         directors and any committees thereof

                                     - 32 -



                         of the Company and each of its consolidated
                         subsidiaries, and inquiries of certain officials of the
                         Company and its consolidated subsidiaries who have
                         responsibility for financial and accounting matters,
                         nothing came to their attention that caused them to
                         believe that:

                         (A)  the unaudited consolidated condensed financial
                              statements of the Company and its consolidated
                              subsidiaries included in the Registration
                              Statement, the Prospectus and any Integrated
                              Prospectus do not comply in form in all material
                              respects with the applicable accounting
                              requirements of the Act, the Exchange Act and the
                              related published rules and regulations
                              thereunder, or are not in conformity with
                              generally accepted accounting principles applied
                              on a basis substantially consistent with that of
                              the audited consolidated financial statements
                              included in the Registration Statement, the
                              Prospectus and any Integrated Prospectus; and

                         (B)  at a specific date not more than five business
                              days prior to the date of such letter, there were
                              any changes in the capital stock or long-term debt
                              of the Company and its consolidated subsidiaries
                              or any decreases in net current assets or
                              shareholders' equity of the Company and its
                              consolidated subsidiaries, in each case compared
                              with amounts shown on the September 30, 1995
                              unaudited consolidated condensed balance sheet
                              included in the Registration Statement, the
                              Prospectus and any Integrated Prospectus, or for
                              the period from October 1, 1995 to such specified
                              date there were any decreases, as compared with
                              the corresponding period in the preceding year, in
                              total revenues, income before income taxes and
                              minority interests or total or per share amounts
                              of net income of the Company and its consolidated
                              subsidiaries, except in all instances for changes,
                              decreases or increases set forth in such letter;

                    (iv) they have carried out certain specified
                         procedures, not constituting an audit, with respect to
                         certain amounts, percentages and financial information
                         that are derived from the general accounting records of
                         the Company and its consolidated subsidiaries and are
                         included in the Registration Statement, the Prospectus
                         and any Integrated Prospectus and have compared

                                     - 33 -



                         such amounts, percentages and financial information
                         with such records of the Company and its consolidated
                         subsidiaries and with information derived from such
                         records and have found them to be in agreement,
                         excluding any questions of legal interpretation; and

                     (v) on the basis of a reading of the unaudited pro
                         forma consolidated condensed financial statements
                         included in the Registration Statement, the Prospectus
                         and any Integrated Prospectus, carrying out certain
                         specified procedures that would not necessarily reveal
                         matters of significance with respect to the comments
                         set forth in this paragraph (v), inquiries of certain
                         officials of the Company and its consolidated
                         subsidiaries and Three States who have responsibility
                         for financial and accounting matters and proving the
                         arithmetic accuracy of the application of the pro forma
                         adjustments to the historical amounts in the unaudited
                         pro forma consolidated condensed financial statements,
                         nothing came to their attention that caused them to
                         believe that the unaudited pro forma consolidated
                         condensed financial statements do not comply in form in
                         all material respects with the applicable accounting
                         requirements of Rule 11-02 of Regulation S-X or that
                         the pro forma adjustments have not been properly
                         applied to the historical amounts in the compilation of
                         such statements.

         In the event that the letters referred to above set forth any such
changes, decreases or increases, it shall be a further condition to the
obligations of the Underwriters that (A) such letters shall be accompanied by a
written explanation of the Company as to the significance thereof, unless the
Representative deems such explanation unnecessary, and (B) such changes,
decreases, increases do not, in the sole judgment of the Representative, make it
impractical or inadvisable to proceed with the purchase and delivery of the
Securities as contemplated by the Registration Statement, as amended as of the
date hereof.

         References to the Registration Statement, the Prospectus and any
Integrated Prospectus in this paragraph (e) with respect to either letter
referred to above shall include any amendment or supplement thereto at the date
of such letter.

                  (f) The Representative shall have received from Rhea & Ivy,
         PLC a letter or letters dated, respectively, the date hereof and the
         Firm Closing Date, in form and substance satisfactory to the
         Representative to the effect that:

                     (i) they are independent accountants with respect to
                         Three States and its consolidated subsidiaries within
                         the meaning of the Act,

                                     - 34 -



                         the Exchange Act and the applicable rules and
                         regulations thereunder;

                    (ii) in their opinion, the audited consolidated
                         financial statements of Three States examined by them
                         and included in the Registration Statement, the
                         Prospectus and any Integrated Prospectus comply in form
                         in all material respects with the applicable accounting
                         requirements of the Act, the Exchange Act and the
                         related published rules and regulations thereunder; and

                   (iii) on the basis of their limited review in accordance with
                         standards established by the American Institute of
                         Certified Public Accountants of the interim unaudited
                         consolidated condensed financial statements of Three
                         States and its consolidated subsidiaries as of and for
                         the nine months ended September 30, 1995 included in
                         the Registration Statement, the Prospectus and any
                         Integrated Prospectus, and carrying out certain
                         specified procedures (which do not constitute an
                         examination made in accordance with generally accepted
                         auditing standards) that would not necessarily reveal
                         matters of significance with respect to the comments
                         set forth in this paragraph (iii), a reading of the
                         minute books of the shareholders, the board of
                         directors and any committees thereof of Three States
                         and each of its consolidated subsidiaries, and
                         inquiries of certain officials of Three States and its
                         consolidated subsidiaries who have responsibility for
                         financial and accounting matters, nothing came to their
                         attention that caused them to believe that the
                         unaudited consolidated condensed financial statements
                         of Three States and its consolidated subsidiaries
                         included in the Registration Statement, the Prospectus
                         and any Integrated Prospectus do not comply in form in
                         all material respects with the applicable accounting
                         requirements of the Act, the Exchange Act and the
                         related published rules and regulations thereunder, or
                         are not in conformity with generally accepted
                         accounting principles applied on a basis substantially
                         consistent with that of the audited consolidated
                         financial statements included in the Registration
                         Statement, the Prospectus and any Integrated
                         Prospectus.

                  (g) The Representative shall have received a certificate,
         dated the Firm Closing Date, of the principal executive officer and the
         principal financial or accounting officer of the Company to the effect
         that:

                                     - 35 -



                     (i) the representations and warranties of the Company in
                         this Agreement are true and correct as if made on and
                         as of the Firm Closing Date; the Registration
                         Statement, as amended as of the Firm Closing Date, does
                         not include any untrue statement of a material fact or
                         omit to state any material fact necessary to make the
                         statements therein not misleading, and the Prospectus
                         and any Integrated Prospectus, as amended or
                         supplemented as of the Firm Closing Date, does not
                         include any untrue statement of a material fact or omit
                         to state any material fact necessary in order to make
                         the statements therein, in the light of the
                         circumstances under which they were made, not
                         misleading; and the Company has performed all covenants
                         and agreements and satisfied all conditions on its part
                         to be performed or satisfied at or prior to the Firm
                         Closing Date;

                    (ii) no stop order suspending the effectiveness of the
                         Registration Statement or any post-effective amendment
                         thereto and no order directed at any document
                         incorporated by reference in the Registration
                         Statement, the Prospectus or any Integrated Prospectus
                         or any amendment or supplement thereto has been issued,
                         and no proceedings for that purpose have been
                         instituted or threatened or, to the best of the
                         Company's knowledge, are contemplated by the
                         Commission; and

                   (iii) subsequent to the respective dates as of which
                         information is given in the Registration Statement and
                         each of the Prospectus and any Integrated Prospectus,
                         neither the Company nor any of its subsidiaries have
                         sustained any material loss or interference with their
                         respective businesses or properties from fire, flood,
                         hurricane, accident or other calamity, whether or not
                         covered by insurance, or from any labor dispute or any
                         legal or governmental proceeding, and there has not
                         been any material adverse change, or any development
                         involving a prospective material adverse change, in the
                         condition (financial or otherwise), management,
                         business prospects, net worth or results of operations
                         of the Company or any of its subsidiaries, except in
                         each case as described in or contemplated by the
                         Prospectus and any Integrated Prospectus.

                  (h) The Representative shall have received a certificate from
         each Group 1 Selling Securityholder, signed by such Selling
         Securityholder, dated the Firm Closing Date, to the effect that:

                                     - 36 -



                     (i) the representations and warranties of such Group 1
                         Selling Securityholder in this Agreement are true and
                         correct as if made on and as of the Firm Closing Date;

                    (ii) the Registration Statement, as amended as of the Firm
                         Closing Date, does not include any untrue statement of
                         a material fact or omit to state any material fact
                         necessary to make the statements therein not
                         misleading, and each of the Prospectus and any
                         Integrated Prospectus, as amended or supplemented as of
                         the Firm Closing Date, does not include any untrue
                         statement of a material fact or omit to state any
                         material fact necessary in order to make the statements
                         therein, in the light of the circumstances under which
                         they were made, not misleading; and

                   (iii) such Group 1 Selling Securityholder has performed all
                         covenants and agreements on its part to be performed or
                         satisfied at or prior to the Firm Closing Date.

                  (i) The Representative shall have received a certificate from
         each Group 2 Selling Securityholder, signed by such Group 2 Selling
         Securityholder, dated the Firm Closing Date, to the effect that:

                     (i) the representations and warranties of such Group 2
                         Selling Securityholder in this Agreement are true and
                         correct as if made on and as of the Firm Closing Date;

                    (ii) to the extent that any statements or omissions are
                         made in the Registration Statement, the Prospectus and
                         any Integrated Prospectus in reliance upon and in
                         conformity with written information furnished to the
                         Company by the Group 2 Selling Securityholder
                         specifically for use therein, the Registration
                         Statement, as amended as of the Firm Closing Date, does
                         not include any untrue statement of a material fact or
                         omit to state any material fact necessary to make the
                         statements therein not misleading, and each of the
                         Prospectus and any Integrated Prospectus, as amended or
                         supplemented as of the Firm Closing Date, does not
                         include any untrue statement of a material fact or omit
                         to state any material fact necessary in order to make
                         the statements therein, in the light of the
                         circumstances under which they were made, not
                         misleading; and

                                     - 37 -



                   (iii) such Group 2 Selling Securityholder has performed all
                         covenants and agreements on its part to be performed or
                         satisfied at or prior to the Firm Closing Date.

                   (j) The Representative shall have received from each person
         who is a director or executive officer of the Company an agreement to
         the effect that such person will not, directly or indirectly, without
         the prior written consent of Prudential Securities Incorporated, on
         behalf of the Underwriters, offer, sell, offer to sell, pledge,
         contract to sell, grant any option to purchase or otherwise sell or
         dispose (or announce any offer, sale, offer of sale, pledge, contract
         of sale grant of an option to purchase or other sale or disposition) of
         any shares of Common Stock or any securities convertible into, or
         exchangeable or exercisable for, shares of Common Stock for a period of
         120 days after the date of this Agreement.

                  (k) On or before the Firm Closing Date, the Representative and
         counsel for the Underwriters shall have received such further
         certificates, documents or other information as they may have
         reasonably requested from the Company.

                  (l) Prior to the commencement of the offering of the
         Securities, the Securities shall have been approved for listing on the
         New York Stock Exchange, subject to official notice of issuance.

         All opinions, certificates, letters and documents delivered pursuant to
this Agreement will comply with the provisions hereof only if they are
reasonably satisfactory in all material respects to the Representative and
counsel for the Underwriters. The Company shall furnish to the Representative
such conformed copies of such opinions, certificates, letters and documents in
such quantities as the Representative and counsel for the Underwriters shall
reasonably request.

         The respective obligations of the several Underwriters to purchase and
pay for any Option Securities shall be subject, in their discretion, to each of
the foregoing conditions to purchase the Firm Securities, except that all
references to the Firm Securities and the Firm Closing Date shall be deemed to
refer to such Option Securities and the related Option Closing Date,
respectively.

         8.       INDEMNIFICATION AND CONTRIBUTION

                  (a) The Company and each Group 1 Selling Securityholder
         jointly and severally agree to indemnify and hold harmless each
         Underwriter and each person, if any, who controls any Underwriter
         within the meaning of Section 15 of the Act or Section 20 of the
         Exchange Act against any losses, claims, damages or liabilities, joint
         or several, to which such Underwriter or such controlling person may
         become subject under the Act, the Exchange Act or otherwise, insofar as
         such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon:

                                     - 38 -



                     (i) any untrue statement or alleged untrue statement made
                         by the Company or such Group 1 Selling Securityholder
                         in Section 2 of this Agreement,

                    (ii) any untrue statement or alleged untrue statement of any
                         material fact contained in (A) the Registration
                         Statement or any amendment thereto, any Preliminary
                         Prospectus, the Prospectus or any Integrated Prospectus
                         or any amendment or supplement thereto or (B) any
                         application or other document, or any amendment or
                         supplement thereto, executed by the Company or such
                         Group 1 Selling Securityholder or based upon written
                         information furnished by or on behalf of the Company
                         filed in any jurisdiction in order to qualify the
                         Securities under the securities or blue sky laws
                         thereof or filed with the Commission or any securities
                         association or securities exchange (each an
                         "Application"),

                   (iii) the omission or alleged omission to state in the
                         Registration Statement or any amendment thereto, any
                         Preliminary Prospectus, the Prospectus or any
                         Integrated Prospectus or any amendment or supplement
                         thereto, or any Application a material fact required to
                         be stated therein or necessary to make the statements
                         therein not misleading, or

                    (iv) any untrue statement or alleged untrue statement of any
                         material fact contained in any audio or visual
                         materials used in connection with the marketing of the
                         Securities, including without limitation, slides,
                         videos, films, tape recordings,

         and will reimburse, as incurred, each Underwriter and each such
         controlling person for any legal or other expenses reasonably incurred
         by such Underwriter or such controlling person in connection with
         investigating, defending against or appearing as a third-party witness
         in connection with any such loss, claim, damage, liability or action;
         PROVIDED, HOWEVER, that the Company and such Group 1 Selling
         Securityholder will not be liable in any such case to the extent that
         any such loss, claim, damage or liability arises out of or is based
         upon any untrue statement or alleged untrue statement or omission or
         alleged omission made in such registration statement or any amendment
         thereto, any Preliminary Prospectus, the Prospectus, any Integrated
         Prospectus or any amendment or supplement thereto, or any Application
         in reliance upon and in conformity with written information furnished
         to the Company by such Underwriter through the Representative
         specifically for use therein; and PROVIDED, FURTHER, that the Company
         and such Group 1 Selling Securityholder will not be liable to any
         Underwriter or any person controlling such Underwriter with respect to
         any such untrue statement or omission made in any

                                     - 39 -



         Preliminary Prospectus that is corrected in the Prospectus or any
         Integrated Prospectus (or any amendment or supplement thereto) if the
         person asserting any such loss, claim, damage or liability purchased
         Securities from such Underwriter but was not sent or given a copy of
         the Prospectus or any Integrated Prospectus (as amended or
         supplemented), other than the documents incorporated by reference
         therein, at or prior to the written confirmation of the sale of such
         Securities to such person in any case where such delivery of the
         Prospectus or any Integrated Prospectus (as amended or supplemented) is
         required by the Act, unless such failure to deliver the Prospectus (as
         amended or supplemented) was a result of noncompliance by the Company
         with Section 5(a)(iv) or 5(a)(v) of this Agreement. This indemnity
         agreement will be in addition to any liability which the Company and
         such Group 1 Selling Securityholder may otherwise have. Neither the
         Company nor any Group 1 Selling Securityholder will, without the prior
         written consent of the Underwriter or Underwriters purchasing, in the
         aggregate, more than fifty percent (50%) of the Securities, settle or
         compromise or consent to the entry of any judgment in any pending or
         threatened claim, action, suit or proceeding in respect of which
         indemnification may be sought hereunder (whether or not any such
         Underwriter or any person who controls any such Underwriter within the
         meaning of Section 15 of the Act or Section 20 of the Exchange Act is a
         party to such claim, action, suit or proceeding), unless such
         settlement, compromise or consent includes an unconditional release of
         all of the Underwriters and such controlling persons from all liability
         arising out of such claim, action, suit or proceeding.

                  (b) The Group 2 Selling Securityholder agrees to indemnify and
         hold harmless the Company, each of its directors, each of its officers
         who signs the Registration Statement, each Underwriter and each person
         who controls the Company or any Underwriter within the meaning of
         Section 15 of the Act against any such losses, claims, damages or
         liabilities to which the Company, any such director, officer, such
         Underwriter or any such controlling person may become subject under the
         Act or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon (i) any untrue statement or alleged untrue statement of any
         material fact contained in the Registration Statement or any amendment
         thereto, any Preliminary Prospectus, the Prospectus or any Integrated
         Prospectus or any amendment or supplement thereto, or any Application
         or (ii) the omission or the alleged omission to state therein a
         material fact required to be stated in the Registration Statement or
         any amendment thereto, any Preliminary Prospectus, the Prospectus or
         any Integrated Prospectus or any amendment or supplement thereto, or
         any Application or necessary to make the statements therein not
         misleading, in each case to the extent, but only to the extent that
         such untrue statement or alleged untrue statement or omission or
         alleged omission was made in reliance upon and in conformity with
         written information furnished to the Company by the Group 2 Selling
         Securityholder for use therein; PROVIDED, HOWEVER, that the Group 2
         Selling Securityholder will not be liable to any Underwriter or any
         person controlling such Underwriter with respect to any such untrue
         statement or omission

                                     - 40 -



         made in any Preliminary Prospectus that is corrected in the Prospectus
         (or any amendment or supplement thereto) if the person asserting any
         such loss, claim, damage or liability purchased Securities from such
         Underwriter but was not sent or given a copy of the Prospectus or any
         Integrated Prospectus (as amended or supplemented) at or prior to the
         written confirmation of the sale of such Securities to such person in
         any case where such delivery of the Prospectus (as amended or
         supplemented) is required by the Act, unless such failure to deliver
         the Prospectus (as amended or supplemented) was a result of
         noncompliance by the Company with Section 5(a)(iv) or 5 (a)(v) of this
         Agreement; and subject to the limitation set forth immediately
         preceding this clause, will reimburse, as incurred, any legal or other
         expenses reasonably incurred by the Company, any such director,
         officer, such Underwriter or any such controlling person in connection
         with investigating or defending any such loss, claim, damage, liability
         or any action in respect thereof. This indemnity agreement will be in
         addition to any liability which the Group 2 Selling Securityholder may
         otherwise have. The Group 2 Selling Securityholder will not, without
         the prior written consent of the Underwriters purchasing greater than
         fifty percent of the Securities, settle or compromise or consent to the
         entry of any judgment in any pending or threatened claim, action, suit
         or proceeding in respect of which indemnification may be sought
         hereunder (whether or not such Underwriter or any person who controls
         such Underwriter within the meaning of Section 15 of the Act is a party
         to such claim, action, suit or proceeding), unless such settlement,
         compromise or consent includes an unconditional release of the
         Underwriters and each such controlling person from all liability
         arising out of such claim, action, suit or proceeding.

                  (c) Each Underwriter, severally and not jointly, will
         indemnify and hold harmless the Company, each of its directors, each of
         its officers who signed the Registration Statement, each Selling
         Securityholder and each person, if any, who controls the Company or
         such Selling Securityholder within the meaning of Section 15 of the Act
         or Section 20 of the Exchange Act against any losses, claims, damages
         or liabilities to which the Company, any such director, officer of the
         Company, any Selling Securityholder or any such controlling person may
         become subject under the Act, the Exchange Act or otherwise, insofar as
         such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon (i) any untrue statement or
         alleged untrue statement of any material fact contained in the
         Registration Statement or any amendment thereto, any Preliminary
         Prospectus, or the Prospectus or any Integrated Prospectus or any
         amendment or supplement thereto, or any Application or (ii) the
         omission or the alleged omission to state therein a material fact
         required to be stated in the Registration Statement or any amendment
         thereto, any Preliminary Prospectus, the Prospectus or any Integrated
         Prospectus or any amendment or supplement thereto, or any Application
         or necessary to make the statements therein not misleading, in each
         case to the extent, but only to the extent, that such untrue statement
         or alleged untrue statement or omission or alleged omission was made in
         reliance upon and in conformity with written

                                     - 41 -



         information furnished to the Company by such Underwriter through the
         Representative specifically for use therein; and, subject to the
         limitation set forth immediately preceding this clause, will reimburse,
         as incurred, any legal or other expenses reasonably incurred by the
         Company, any such director, officer or controlling person or such
         Selling Securityholder in connection with investigating or defending
         any such loss, claim, damage, liability or any action in respect
         thereof. This indemnity agreement will be in addition to any liability
         which such Underwriter may otherwise have.

                  (d) Promptly after receipt by an indemnified party under this
         Section 8 of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 8, notify the indemnifying party
         of the commencement thereof; but the omission so to notify the
         indemnifying party will not relieve it from any liability which it may
         have to any indemnified party otherwise than under this Section 8. In
         case any such action is brought against any indemnified party, and it
         notifies the indemnifying party of the commencement thereof, the
         indemnifying party will be entitled to participate therein and, to the
         extent that it may wish, jointly with any other indemnifying party
         similarly notified, to assume the defense thereof, with counsel
         satisfactory to such indemnified party; PROVIDED, HOWEVER, that if the
         defendants in any such action include both the indemnified party and
         the indemnifying party and the indemnified party shall have reasonably
         concluded that there may be one or more legal defenses available to it
         and/or other indemnified parties which are different from or additional
         to those available to the indemnifying party, the indemnifying party
         shall not have the right to direct the defense of such action on behalf
         of such indemnified party or parties and such indemnified party or
         parties shall have the right to select separate counsel to defend such
         action on behalf of such indemnified party or parties. After notice
         from the indemnifying party to such indemnified party of its election
         so to assume the defense thereof and approval by such indemnified party
         of counsel appointed to defend such action, the indemnifying party will
         not be liable to such indemnified party under this Section 8 for any
         legal or other expenses, other than reasonable costs of investigation,
         subsequently incurred by such indemnified party in connection with the
         defense thereof, unless (i) the indemnified party shall have employed
         separate counsel in accordance with the proviso to the next preceding
         sentence (it being understood, however, that in connection with such
         action the indemnifying party shall not be liable for the expenses of
         more than one separate counsel (in addition to local counsel) in any
         one action or separate but substantially similar actions in the same
         jurisdiction arising out of the same general allegations or
         circumstances, designated by the Representative in the case of
         paragraph (a) or (b) of this Section 8, representing the indemnified
         parties under such paragraph (a) or (b) who are parties to such action
         or actions) or (ii) the indemnifying party has authorized the
         employment of counsel for the indemnified party at the expense of the
         indemnifying party. After such notice from the indemnifying party to
         such indemnified party, the indemnifying party will not be liable for
         the costs and expenses

                                     - 42 -



         of any settlement of such action effected by such indemnified party
         without the consent of the indemnifying party, unless such indemnified
         party waived its rights under this Section 8 in which case the
         indemnified party may effect such a settlement without such consent. It
         is agreed that any controversy arising out of the operation of the
         interim reimbursement arrangements set forth in Sections 8(a), 8(b) and
         8(c) hereof, including the amounts of any requested reimbursement
         payments and the method of determining such amounts, shall be settled
         by arbitration conducted under the provisions of the Constitution and
         Rules of the Board of Governors of the New York Stock Exchange, Inc. or
         pursuant to the Code of Arbitration Procedure of the NASD. Any such
         arbitration must be commenced by service of a written demand for
         arbitration or written notice of intention to arbitrate, therein
         electing the arbitration tribunal. In the event that the party
         demanding arbitration does not make such designation of an arbitration
         tribunal in such demand or notice, then the party responding to said
         demand or notice is authorized to do so. Such an arbitration would be
         limited to the operation of the interim reimbursement provisions
         contained in Sections 8(a), 8(b) and 8(c) hereof and would not resolve
         the ultimate propriety or enforceability of the obligation to reimburse
         expenses which is created by the provisions of such Sections 8(a), 8(b)
         and 8(c) hereof.

                  (e) In circumstances in which the indemnity agreement provided
         for in the preceding paragraphs of this Section 8 is unavailable or
         insufficient, for any reason, to hold harmless an indemnified party in
         respect of any losses, claims, damages or liabilities (or actions in
         respect thereof), each indemnifying party, in order to provide for just
         and equitable contribution, shall contribute to the amount paid or
         payable by such indemnified party as a result of such losses, claims,
         damages or liabilities (or actions in respect thereof) in such
         proportion as is appropriate to reflect (i) the relative benefits
         received by the indemnifying party or parties on the one hand and the
         indemnified party or parties on the other from the offering of the
         Securities or (ii) if the allocation provided by the foregoing clause
         (i) is not permitted by applicable law, not only such relative benefits
         but also the relative fault of the indemnifying party or parties on the
         one hand and the indemnified party or parties on the other in
         connection with the statements or omissions or alleged statements or
         omissions that resulted in such losses, claims, damages or liabilities
         (or actions in respect thereof), as well as any other relevant
         equitable considerations. The relative benefits received by the Company
         on the one hand, such Selling Securityholder on another hand and the
         Underwriters on the other hand shall be deemed to be in the same
         proportion as the total proceeds from the offering (before deducting
         expenses) received by the Company and such Selling Securityholder bear
         to the total underwriting discounts and commissions received by the
         Underwriters. The relative fault of the parties shall be determined by
         referenced to, among other things, whether the untrue or alleged untrue
         statement of a material fact or the omission or alleged omission to
         state a material fact relates to information supplied by the Company,
         such Selling Securityholder or the Underwriters, the parties' relative
         intents, knowledge, access to information and opportunity to correct or
         prevent such

                                     - 43 -



         statement or omission, and any other equitable considerations
         appropriate in the circumstances. The Company, each Selling
         Securityholder and the Underwriters agree that it would not be
         equitable if the amount of such contribution were determined by pro
         rata or per capita allocation (even if the Underwriters were treated as
         one entity for such purpose) of by any other method of allocation that
         does not take into account the equitable considerations referred to
         above in this paragraph (e). Notwithstanding any other provision of
         this paragraph (e), no Underwriter shall be obligated to make
         contributions hereunder that in the aggregate exceed the total public
         offering price of the Securities purchased by such Underwriter under
         this Agreement, less the aggregate amount of any damages that such
         Underwriter has otherwise been required to pay in respect of the same
         or any substantially similar claim, and no person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not guilty of
         such fraudulent misrepresentation. The Underwriters' obligations to
         contribute hereunder are several in proportion to their respective
         underwriting obligations and not joint, and contributions among
         Underwriters shall be governed by the provisions of the Prudential
         Securities Incorporated Master Agreement Among Underwriters. For
         purposes of this paragraph (e), each person, if any, who controls an
         Underwriter within the meaning of Section 15 of the Act or Section 20
         of the Exchange Act shall have the same rights to contribution as such
         Underwriter, each director of the Company, each officer of the Company
         who signed the Registration Statement and each person, if any, who
         controls the Company or such Selling Securityholder within the meaning
         of Section 15 of the Act or Section 20 of the Exchange Act, shall have
         the same rights to contribution as the Company and such Selling
         Securityholder.

                  (f) The liability of each Selling Securityholder under this
         Section 8 shall not exceed an amount equal to the net proceeds of the
         Securities sold by such Selling Securityholder to the Underwriters.

         9. DEFAULT OF UNDERWRITERS. If one or more Underwriters default in
their obligations to purchase Firm Securities or Option Securities hereunder and
the aggregate number of such Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase is ten percent or less of the
aggregate number of Firm Securities or Option Securities to be purchased by all
of the Underwriters at such time hereunder, the other Underwriters may make
arrangements satisfactory to the Representative for the purchase of such
Securities by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representative), but if no such arrangements are
made by the Firm Closing Date or the related Option Closing Date, as the case
may be, the other Underwriters shall be obligated severally in proportion to
their respective commitments hereunder to purchase the Firm Securities or Option
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase. If one or more Underwriters so default with respect to an aggregate
number of Securities that is more than ten percent of the aggregate of Firm
Securities or Option Securities, as the case may be, to

                                     - 44 -



be purchased by all of the Underwriters at such time hereunder, and if
arrangements satisfactory to the Representative are not made within 36 hours
after such default for the purchase by other persons (who may include on or more
of the non-defaulting Underwriters, including the Representative) of the
Securities with respect to which such default occurs, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company other than as provided in Section 10 hereof. In the event of any default
by one or more Underwriters as described in this Section 9, the Representative
shall have the right to postpone the Firm Closing Date or the Option Closing
Date, as the case may be, established as provided in Section 3 hereof for not
more than seven business days in order that any necessary changes may be made in
the arrangements or documents for the purchase and delivery of the Firm
Securities or Option Securities, as the case may be. As used in this Agreement,
the term "Underwriter" includes any person substituted for an Underwriter under
this Section 9. Nothing herein shall relieve any defaulting Underwriter from
liability for its default.

         10.      SURVIVAL. The respective representations, warranties,
         agreements, covenants, indemnities and other statements of the Company,
         its officers, the Selling Securityholders and the several Underwriters
         set forth in this Agreement or made by or on behalf of them,
         respectively, pursuant to this Agreement shall remain in full force and
         effect, regardless of (i) any investigation made by or on behalf of the
         Company, any of its officers or directors, any Selling Securityholder,
         any Underwriter or any controlling person referred to in Section 8
         hereof and (ii) delivery of any payment for the Securities. The
         respective agreements, covenants, indemnities and other statements set
         forth in Sections 6 and 8 hereof shall remain in full force and effect,
         regardless of any termination or cancellation of this Agreement.

         11.      TERMINATION.

                  (a) This Agreement may be terminated with respect to the Firm
         Securities or any Option Securities in the sole discretion of the
         Representative by notice to the Company and the Selling Securityholders
         given prior to the Firm Closing Date or the related Option Closing
         Date, respectively, in the event that the Company shall have failed,
         refused or been unable to perform all obligations and satisfy all
         conditions on its part to be performed or satisfied hereunder at or
         prior thereto or, if at or prior to the Firm Closing Date or such
         Option Closing Date, respectively,

                     (i) the Company or any of its subsidiaries shall have,
                         in the sole judgment of the Representative, sustained
                         any material loss or interference with their respective
                         businesses or properties from fire, flood, hurricane,
                         accident or other calamity, whether or not covered by
                         insurance, or from any labor dispute or any legal or
                         governmental proceeding or there shall have been any
                         material adverse change, or any development involving a
                         prospective material adverse change (including without
                         limitation a change

                                     - 45 -



                         in management or control of the Company), in the
                         condition (financial or otherwise), business prospects,
                         net worth or results of operations of the Company and
                         its subsidiaries, except in each case as described in
                         or contemplated by the Prospectus and any Integrated
                         Prospectus (exclusive of any amendment or supplement
                         thereto);

                    (ii) trading in the Common Stock or the Class B Common
                         Stock shall have been suspended by the Commission or
                         the New York Stock Exchange or American Stock Exchange,
                         as the case may be, or trading in securities generally
                         on the New York or American Stock Exchanges shall have
                         been suspended or minimum or maximum prices shall have
                         been established on either such exchange;

                   (iii) a banking moratorium shall have been declared by New
                         York or United States authorities; or

                    (iv) there shall have been (A) an outbreak or escalation of
                         hostilities between the United States and any foreign
                         power, (B) an outbreak or escalation of any other
                         insurrection or armed conflict involving the United
                         States or (C) any other calamity or crisis or material
                         adverse change in general economic, political or
                         financial conditions having an effect on the U.S.
                         financial markets that, in the sole judgment of the
                         Representative, makes it impractical or inadvisable to
                         proceed with the public offering or the delivery of the
                         Securities as contemplated by the Registration
                         Statement, as amended as of the date hereof.

                  (b) Termination of this Agreement pursuant to this Section 11
         shall be without liability of any party to any other party except as
         provided in Section 10 hereof.

         12. INFORMATION SUPPLIED BY UNDERWRITERS. The statements set forth in
the last paragraph on the front cover page and in the first and third paragraphs
under the heading "Underwriting" in any Preliminary Prospectus, the Prospectus
or any Integrated Prospectus (to the extent such statements relate to the
Underwriters) constitute the only information furnished by any Underwriter
through the Representative to the Company for the purposes of Sections 2(a)(ii)
and 8 hereof. The Underwriters confirm that such statements (to such extent) are
correct.

         13. NOTICES. All communications hereunder shall be in writing and, if
sent to any of the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission and

                                     - 46 -



confirmed in writing to Prudential Securities Incorporated, One New York Plaza,
New York, New York 10292, telecopy number (212) 778-7621, Attention: Equity
Transactions Group; and if sent to the Company, shall be delivered or sent by
mail, telex or facsimile transmission and confirmed in writing to the Company at
2665 South Bayshore Drive, Coconut Grove, Florida 33133, telecopy number (305)
858-4492, Attention: President.

         14. SUCCESSORS. This Agreement shall inure to the benefit of and shall
be binding upon the several Underwriters, the Company, each Selling
Securityholder and their respective successors and legal representatives, and
nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any other person any legal or equitable right, remedy or claim
under or in respect of this Agreement, or any provisions herein contained, this
Agreement and all conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of such persons and for the benefit of
no other person except that (i) the indemnities of the Company and the Selling
Securityholders contained in Section 8 of this Agreement shall also be for the
benefit of any person or persons who control any Underwriter within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the
indemnities of the Underwriters contained in Section 8 of this Agreement shall
also be for the benefit of the directors of the Company, the officers of the
Company who have signed the Registration Statement and any person or persons who
control the Company or such Selling Securityholder within the meaning of Section
15 of the Act or Section 20 of the Exchange Act. No purchaser of Securities from
any Underwriter shall be deemed a successor because of such purchase.

         15. APPLICABLE LAW. The validity and interpretation of this Agreement,
and the terms and conditions set forth herein, shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any provisions relating to conflicts of laws.

         16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                     - 47 -



         If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter shall constitute an agreement binding the Company, each of
the Selling Securityholders and each of the several Underwriters.

                                             Very truly yours,

                                             WATSCO, INC.

                                             By:________________________________
                                                  Name:
                                                  Title:

                                             THE SELLING SECURITYHOLDERS
                                             [IDENTIFY]

                                             By:________________________________
                                                  Name:
                                                  Title: Attorney-in-Fact

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

PRUDENTIAL SECURITIES INCORPORATED

By:_____________________________
     Name:  Jean-Claude Canfin
     Title: Director


                                     - 48 -





SCHEDULE 1 UNDERWRITERS NUMBER OF FIRM SECURITIES TO UNDERWRITER BE PURCHASED ----------- ------------ Prudential Securities Incorporated........................... [Insert names of other Underwriters] Total........................................................ 1,400,000 =========
- 49 -
SCHEDULE 2 NUMBER OF FIRM SECURITIES TO BE SOLD ------- The Company...................................... 1,000,000 Group 1 Selling Securityholders:................. 105,720 Alna Capital Associates..................... 25,720 Albert H. Nahmad............................ 50,000 Ronald P. Newman............................ 30,000 ------- ............................................ 105,720 Group 2 Selling Securityholders:................. 294,280 Oliver M. Butler and Marjorie E. Butler Declaration of Trust.. 286,405 O.M. Butler................................. 7,875 ------- ............................................ 294,280 Total............................................ 1,400,000 =========
- 50 - SCHEDULE 3 SUBSIDIARIES NAME JURISDICTION OF INCORPORATION - ---- ----------------------------- - 51 -
                                   GREENBERG
                                ATTORNEYS AT LAW
                                    TRAURIG

                                                              January 22, 1996

Watsco, Inc.
2665 South Bayshore Drive
Suite 901
Miami, Florida 33133

         Re:   OFFERING OF COMMON STOCK OF WATSCO, INC.

Gentlemen:

         On the date hereof, Watsco, Inc., a Florida corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). Such Registration Statement relates to the sale by
the Company and certain selling shareholders of up to 1,610,000 shares of the
Company's Common Stock, par value $.50 per share (the "Shares"). We have acted
as counsel to the Company in connection with the preparation and filing of the
Registration Statement.

         In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and the By-laws of the Company; (ii) resolutions of
the Board of Directors of the Company authorizing the offering and the issuance
of the shares and related matters; (iii) the

             GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL, P.A.
   1221 BRICKELL AVENUE MIAMI, FLORIDA 33131  305-579-0500  FAX 305-579-0717
              MIAMI  FORT LAUDERDALE  WEST PALM BEACH  TALLAHASSEE
                          NEW YORK  WASHINGTON, D.C.




Watsco, Inc.
January 22, 1996
Page 2

- ----------------

Registration Statement and the exhibits thereto; and (iv) such other documents
and instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records, and instruments.

         Based upon the foregoing examination, we are of the opinion that the
Shares have been duly and validly authorized and, when issued and delivered in
accordance with the Underwriting Agreement filed as Exhibit 1.1 to the
Registration Statement, will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category or persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

                                                   Sincerely,

                                                   GREENBERG, TRAURIG, HOFFMAN,
                                                   LIPOFF, ROSEN & QUENTEL, P.A.

                                                   By:__________________________

                           REVOLVING CREDIT AGREEMENT

________________________________________________________________________________


                                 BY AND BETWEEN

                              CAC ACQUISITION, INC.

                                     - AND -

                          NATIONSBANK OF FLORIDA, N.A.

________________________________________________________________________________


                          DATED AS OF OCTOBER 26, 1995



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                    SECTION 1
                                   DEFINITIONS........................         1
   1.1      DEFINED TERMS ............................................         1
   1.2      OTHER DEFINITIONAL PROVISIONS ............................         4

                                   SECTION 2
                     AMOUNT AND TERMS OF REVOLVING CREDIT ............         5
   2.1      REVOLVING CREDIT .........................................         5
   2.2      ADVANCES UNDER REVOLVING CREDIT ..........................         5
   2.3      LIBOR OPTION .............................................         6
   2.4      NOTE .....................................................         9
   2.5      INTEREST ON THE NOTE .....................................         9
   2.6      MATURITY OF REVOLVING CREDIT .............................         9
   2.7      ACCESS TO REVOLVING CREDIT ...............................         9
   2.8      INTEREST .................................................         9
   2.9      PAYMENTS .................................................        10
   2.10     STANDBY L/C AGREEMENT ....................................        10

                                    SECTION 3
                            ADDITIONAL COSTS AND FEES ................        10
   3.1      ADDITIONAL COSTS .........................................        10
   3.2      FACILITY FEE .............................................        11

                                    SECTION 4
                                   COLLATERAL ........................        12

                                    SECTION 5
                                    GUARANTY .........................        12

                                    SECTION 6
                          REPRESENTATIONS AND WARRANTIES .............        12
   6.1      ORGANIZATION, STANDING, CORPORATE POWER, ETC .............        12
   6.2      AUTHORIZATION ............................................        13
   6.3      LITIGATION ...............................................        13
   6.4      FINANCIAL STATEMENTS .....................................        13
   6.5      TAXES ....................................................        14
   6.6      BURDENSOME RESTRICTIONS ..................................        14
   6.7      CENTRAL OWNERSHIP ........................................        14
   6.8      PROPERTY AND ASSETS ......................................        14

                                       (i)


                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE
                                                                            ----
   6.9      PERMITS, LICENSES AND APPROVALS ..........................        14
   6.10     ENFORCEABILITY ...........................................        14
   6.11     DEFAULT ..................................................        15
   6.12     REGULATION U .............................................        15
   6.13     ERISA ....................................................        15
   6.14     INVESTMENT COMPANY ACT ...................................        15
   6.15     USE OF PROCEEDS ..........................................        15
   6.16     OTHER ASSETS .............................................        15

                                    SECTION 7
                               CONDITIONS PRECEDENT ..................        15
   7.1      OPINION OF COUNSEL .......................................        16
   7.2      SUPPORTING DOCUMENTS .....................................        16
   7.3      CONDITIONS TO ALL ADVANCES AND STANDBY L/C'S .............        17

                                    SECTION 8
                              AFFIRMATIVE COVENANTS ..................        18
   8.1      CORPORATE EXISTENCE ......................................        18
   8.2      INSURANCE ................................................        19
   8.3      OBLIGATIONS AND TAXES ....................................        19
   8.4      NOTICE ...................................................        19
   8.5      BOOKS AND RECORDS/AUDITS .................................        19
   8.6      COMPLIANCE WITH LAW ......................................        19
   8.7      TRANSACTIONS WITH AFFILIATES .............................        20
   8.8      CONTINGENT LIABILITIES ...................................        20
   8.9      EXECUTION OF OTHER DOCUMENTS .............................        20
   8.10     REPORTING REQUIREMENTS - BORROWER ........................        20
   8.11     NET WORTH - BORROWER .....................................        21
   8.12     FUNDED DEBT/EARNINGS RATIO - BORROWER ....................        22
   8.13     FIXED CHARGE COVERAGE RATIO - BORROWER ...................        22
   8.14     DISTRIBUTORSHIP AGREEMENT - BORROWER .....................        22
   8.15     REPORTING REQUIREMENTS - GUARANTOR .......................        22
   8.16     TANGIBLE NET WORTH - GUARANTOR ...........................        24
   8.17     LEVERAGE RATIO - GUARANTOR ...............................        24
   8.18     MANAGEMENT - GUARANTOR ...................................        24

                                    SECTION 9
                               NEGATIVE COVENANTS ....................        24
   9.1      DEFAULT UNDER OTHER AGREEMENTS OR CONTRACTS ..............        24
   9.2      ACCOUNTING PRACTICES .....................................        25
   9.3      GUARANTIES/DEBT ASSUMPTIONS - BORROWER ...................        25
   9.4      SALE/LEASEBACK AND CAPITALIZED LEASE 
             TRANSACTIONS - BORROWER .................................        25
   9.5      DISPOSAL OF PROPERTY - BORROWER ..........................        25

                                      (ii)



                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE
                                                                            ----
   9.6      OWNERSHIP - BORROWER .....................................        25
   9.7      ADDITIONAL INDEBTEDNESS - BORROWER .......................        25
   9.8      DIVIDENDS - BORROWER .....................................        25
   9.9      ADDITIONAL LIENS - BORROWER ..............................        26
   9.10     CAPITAL EXPENDITURES - BORROWER ..........................        26
   9.11     ADVANCES TO AFFILIATES ...................................        26
   9.12     LIMITATION ON MERGERS AND SALE OF ASSETS .................        26
   9.13     CONTROL/NAME .............................................        26
   9.14     NOTES, ACCOUNTS RECEIVABLE ...............................        26

                                   SECTION 10

                                      (iii)



                               TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE
                                                                            ----
                             DEFAULTS AND REMEDIES ...................        26
   10.1     EVENTS OF DEFAULT AND REMEDIES ...........................        26

                                   SECTION 11
                                 MISCELLANEOUS .......................        29
   11.1     NOTICES ..................................................        29
   11.2     SURVIVAL OF REPRESENTATIONS ..............................        30
   11.3     EFFECT OF DELAY ..........................................        30
   11.4     EXPENSES .................................................        30
   11.5     MODIFICATIONS AND WAIVERS ................................        30
   11.6     DISCLAIMER ...............................................        30
   11.7     REMEDIES CUMULATIVE ......................................        31
   11.8     APPLICATION OF PAYMENTS ..................................        31
   11.9     CONSTRUCTION .............................................        31
   11.10    SEVERABILITY OF PROVISIONS ...............................        31
   11.11    HEADINGS .................................................        31
   11.12    SUCCESSORS AND ASSIGNS ...................................        31
   11.13    INDEMNIFICATION ..........................................        32
   11.14    TIME OF PAYMENTS .........................................        32
   11.15    MANDATORY ARBITRATION ....................................        32
 
                                      (iv)



                           REVOLVING CREDIT AGREEMENT

         THIS REVOLVING CREDIT AGREEMENT (the "Agreement") is made and entered
into as of the 26th day of October, 1995, by and between:

                             CAC ACQUISITION, INC.,

                   a North Carolina corporation, which corporation shall
                   immediately change its name to CENTRAL AIR CONDITIONING
                   DISTRIBUTORS, INC. upon the acquisition described in
                   Section 5.15 herein

                                      -and-

                          NATIONSBANK OF FLORIDA, N.A.,
                           (hereinafter the "Lender")

                                 R E C I T A L S

         A.       The Borrower has requested Lender to provide a Revolving
Credit (as said term is defined herein) to the Borrower, as set forth herein.

         B.       The Lender is willing to provide the Revolving Credit to the
Borrower for the purposes, upon the terms, and subject to the conditions set
forth in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, and for other good and valuable consideration, it is agreed as
follows:

                                    SECTION 1
                                   DEFINITIONS

         1.1      DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

                  "ADVANCE":  an Advance to the Borrower pursuant to Section 2.2
herein.

                  "AFFILIATES": any Person that directly or indirectly through
one or more intermediaries controls or are controlled by or are under common
control with Borrower.

                                        1



                  "AGREEMENT": this Revolving Credit Agreement, as the same may
be amended, supplemented, modified or extended from time to time.

                  "BUSINESS DAY": a day other than a Saturday, Sunday or other
day on which commercial banks in the States of Florida and North Carolina are
authorized or required by law to close.

                  "CLOSING DATE":  as of October 26, 1995.

                  "CODE": the Internal Revenue Code of 1986, as amended,
supplemented or modified from time to time.

                  "DEFAULT": any of the events specified in Section 10 herein,
whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied, provided such Default has not been waived in writing
by the Lender.

                  "DEFAULT RATE": an interest rate per annum equal to the lesser
of (i) two (2.0%) percent in excess of the Prime Rate; or (ii) the maximum rate
of interest permitted by law.

                  "ERISA": the Employee Retirement Income Security Act of 1974
and all related provisions of the Code, as the same may be amended, supplemented
or modified from time to time, together with all applicable rulings and
regulations issued under the provisions of either of them.

                  "EVENT OF DEFAULT": any of the events specified in Section 10
herein, provided that any requirement for the giving of notice, the lapse of
time, or both, or any other conditions, has been satisfied.

                  "FUNDED DEBT": Indebtedness of Borrower other than trade
payables, accrued expenses incurred in the ordinary course of business, deferred
tax obligations and the Subordinated Indebtedness.

                  "GUARANTOR":  Watsco, Inc., a Florida corporation.

                  "INDEBTEDNESS": at any date, any obligation for money borrowed
or other monetary obligations incurred, whether or not evidenced by notes,
bonds, debentures or other similar instruments, or any obligation under
conditional sale or other title retention agreements or capitalized leases or
any obligation issued or assumed as full or partial payment for property whether
or not secured by a purchase money mortgage or any guaranty of any of the
foregoing.

                  "LIABILITIES": at any date, all liabilities, direct and
indirect, contingent and absolute, computed in accordance

                                        2




with generally accepted accounting principles applied on a consistent basis.

                  "LIBOR RATE": the rate at which United States Dollar deposits
are offered in the London Interbank Market, fully adjusted for any reserve
requirements established from time to time by the Board of Governors of the
Federal Reserve System.

                  "LIEN": any mortgage, pledge, hypothecation, assignment,
security interest, lien, charge or encumbrance, or preference, priority or other
security agreement or arrangement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement, and
the filing of, or agreement to give, any financing statement under the Uniform
Commercial Code or comparable law or any jurisdiction).

                  "LINE AGREEMENT": that certain Amendment to Line of Credit
Agreement by and between the Lender and Guarantor dated as of April 30, 1994;
and that certain Second Amendment to Line of Credit Agreement by and
between the Lender and Guarantor dated as of June 23, 1995.

                  "LOAN DOCUMENTS": this Agreement, the Note, the Stock Pledge
Agreement, the Financing Statements, the Guaranty, the Solvency Certificate and
all documents, instruments and agreements executed in connection herewith or
therewith.

                  "MATURITY DATE":  December 31, 1998.

                  "NET WORTH": (A) the aggregate amount of assets shown on the
balance sheet of Borrower at any particular date less (B) all Liabilities of
Borrower at such date; all as determined in accordance with generally accepted
accounting principals consistently applied.

                  "NOTE":  as said term is defined in Section 2.4 herein.

                  "PERSON": an individual, sole proprietorship, partnership,
corporation, business trust, joint stock company, trust, unincorporated
association, joint venture or other entity or a governmental or any agency or
political subdivision thereof.

                  "PLAN": any plan of a type described in Section 4021(a) of
ERISA which may be established (or maintained by the Borrower in respect of
which the Borrower is an "employer" as defined in Section 3(5) of ERISA.

                  "PRIME RATE": the index rate of interest (but not necessarily
the best or lowest rate charged borrowing customers of the Lender) announced by
the Lender from time to time as its

                                        3



prime rate. Said rate is a reference rate for the information and use of the
Lender in establishing the actual rates to be charged to its borrowers.

                  "REPORTABLE EVENT": any of the events set forth in Section
4034(b) of ERISA or the regulations thereunder.

                  "REVOLVING CREDIT":  as said term is defined in Section 2.1
herein.

                  "RHEEM":  Rheem Manufacturing Company, a Delaware corporation.

                  "RHEEM AGREEMENT": the distributorship agreement by and
between Rheem and Borrower, together with all amendments thereto, which
agreement shall be in form and content acceptable to Lender.

                  "STANDBY L/C AGREEMENT": the Lender's current form of
Application and Agreement for Standby Letter of Credit attached hereto and made
a part hereof as Exhibit "A".

                  "SUBORDINATED INDEBTEDNESS": the subordinated indebtedness of
Borrower to Guarantor in the principal amount of ONE MILLION TWO HUNDRED
THOUSAND DOLLARS ($1,200,000.00) under that certain Subordination Agreement by
and among Lender, Borrower and Guarantor of even date herewith (the
"Subordination Agreement).

                  "TANGIBLE NET WORTH": the aggregate amount of assets shown on
the balance sheet of Guarantor on any particular date (but excluding from such
assets, capitalized organizational and development costs, capitalized interest,
debt discount and expense, goodwill, patents and trademarks, copyrights,
franchises, licenses, amounts due from officers, employees, directors,
stockholders and affiliates, and other assets as are properly classified as
intangible assets under generally accepted accounting principles), less
Liabilities of Guarantor at such date with the exception of those certain ten
percent (10%) Convertible Subordinated Debentures due 1996 under that certain
Indenture dated September 12, 1986, all computed in accordance with generally
accepted accounting principles applied on a consistent basis.

                  "TERMINATION DATE": the earlier of the Maturity Date or any
other date beyond which the Lender shall have no obligation hereunder to make
Advances, whether as a result of maturity, Default or otherwise.

         1.2      OTHER DEFINITIONAL PROVISIONSOTHER DEFINITIONAL PROVISIONS.
(a) all terms defined in or incorporated into this Agreement shall have the
defined

                                       4



meanings when used herein or in the Loan Documents or any certificate or other
instrument made or delivered pursuant hereto unless the context otherwise
requires; (b) each accounting term used but not defined herein shall have the
meaning given to it under generally accepted accounting principles.

                                    SECTION 2
                      AMOUNT AND TERMS OF REVOLVING CREDIT

         2.1      REVOLVING CREDIT.

                  (a) The Lender agrees, upon the terms and subject to the
conditions hereof, to extend a revolving credit facility to the Borrower (the
"Revolving Credit"), in an aggregate principal amount at any one time
outstanding not to exceed EIGHT MILLION DOLLARS ($8,000,000.00), to be used by
the Borrower in order to obtain loans and advances from the Lender ("Advances")
pursuant to the terms and provisions set forth in Section 2.2 herein and for the
issuance of two (2) standby letters of credit in the maximum aggregate face
amount of FOUR MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($4,250,000.00) (the
"Standby L/C's"). The aggregate principal amount of all Advances and the face
amount of the Standby L/C's outstanding at any one time under the Revolving
Credit shall not at any time exceed EIGHT MILLION DOLLARS ($8,000,000.00). The
Advances to the Borrower and issuance of the Standby L/C's on behalf of Borrower
shall at all times be conditioned upon there existing no Default or Event of
Default hereunder, and the Lender shall have no obligation to make Advances or
issue the Standby L/C's at any time that a Default or Event of Default exists
hereunder. Until the Termination Date, the Borrower may use the Revolving Credit
by borrowing, repaying in whole or in part, and reborrowing under the Revolving
Credit, all in accordance with this Agreement; provided, however, at the time of
each Advance or issuance of the Standby L/C's under the Revolving Credit, the
Borrower shall not be in Default hereunder, or in default under any other
agreement with or obligation to the Lender.

         2.2      ADVANCES UNDER REVOLVING CREDIT.

                  (a) Subject to the terms and conditions hereof, from time to
time the Borrower may obtain Advances under the Revolving Credit in an aggregate
principal amount at any one time outstanding not to exceed EIGHT MILLION DOLLARS
($8,000,000.00). The Borrower may use Advances to pay or prepay any Advances
outstanding under such facility in whole or in part, subject to the terms and
conditions of this Agreement; provided that at the time of each such Advance,
the Borrower shall not be in Default hereunder, or in default under any other
agreement with or obligation to the Lender.

                                        5



                  (b) Interest on the Advances outstanding from time to time
under the Revolving Credit shall accrue at an annual rate to be selected by
Borrower equal to either: (i) a fixed rate equal to seventy-five (75) basis
points in excess of the LIBOR Rate for periods of thirty (30) days, sixty (60)
days, ninety (90) days, one hundred twenty (120) days, one hundred fifty (150)
days, one hundred eighty (180) days or one (1) year, but in any event not to
exceed the Maturity Date (the "LIBOR Option"); or (ii) a fluctuating rate equal
to the Prime Rate minus one and five-eighths of one percent (1 5/8%) (the "Prime
Option"). All interest shall be computed on a daily basis based on a 360-day
year. All interest accrued on Advances under the Revolving Credit shall be due
and payable quarterly on the fifth (5th) day of each month. If such day is not a
Business Day, the Business Day next succeeding such date shall be the date on
which interest shall be due and payable.

                  (c) The Borrower may request Advances on any Business Day,
provided that the Borrower shall give the Lender irrevocable telephonic notice
confirmed in writing (via facsimile or hand delivery) on Lender's usual and
customary form, substantially in the form attached hereto as Exhibit "B",
received by the Lender prior to 12:00 noon (Miami, Florida time) two (2)
Business Days prior to the borrowing date in the event an Advance subject to the
LIBOR Option is selected, specifying the amount to be borrowed and the borrowing
date. Upon fulfillment of the applicable conditions set forth herein, the Lender
shall make such funds available to the Borrower on the borrowing date by
crediting same to the Borrower's demand deposit account with Lender. Upon each
crediting of a sum to the account of the Borrower, the Borrower shall have
effected an Advance from the Lender under the Revolving Credit and shall be
indebted to the Lender for the amount thereof, plus interest thereon, in
accordance with the terms and conditions hereof. Lender shall incur no liability
to Borrower in acting upon any advice referred to above, whether oral or
written, which Lender believes in good faith to have been given by an officer or
other person authorized to borrow on behalf of Borrower. Further, all documents
required to be executed in conjunction with Advances under this Agreement may be
signed by any of the officers or other persons duly authorized by the general
borrowing resolution of Borrower, as such resolution may be amended from time to
time.

         2.3      LIBOR OPTION. On the Closing Date, or at the expiration of any
Interest Period (as hereinafter defined), if Borrower selects the LIBOR Option,
it shall simultaneously advise Lender whether such selection is for a thirty
(30) day, sixty (60) day, ninety (90) day, one hundred twenty (120) day, one
hundred fifty (150) day, one hundred eighty (180) day or a one (1) year period
and the applicable interest rate shall remain

                                        6



effective for the period selected (an "Interest Period"). If Borrower elects to
renew a LIBOR Option Advance, two (2) Business Days prior to the expiration of
any Interest Period, Borrower shall give telephone instructions to Lender
(confirmed in writing), of its election to renew the LIBOR Option Advance for a
subsequent Interest Period and failure to give such instructions shall
conclusively be presumed to be a selection by Borrower of the Prime Option. If
Borrower has selected the Prime Option with respect to any Advance, it may
elect, at any time, to change the interest rate to the LIBOR Option, by
telephonic notice (confirmed in writing) no later than two (2) Business Days
prior to the date the LIBOR Option selection is to become effective. Borrower
may select the LIBOR Option to be in effect with respect to all or specified
portions of the Revolving Credit, provided, however, Advances subject to the
LIBOR Option shall be in minimum increments of FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) and no more than three (3) Advances shall be subject to the LIBOR
Option at any one time.

                  In the event Borrower has selected the LIBOR Option with
respect to the initial funding or any Interest Period, such selection shall be
subject to the following terms and conditions:

                           (1)        If, at any time, Lender shall have
                           determined (which determination shall be final and
                           conclusive and binding on the parties hereto provided
                           Lender has made such determination in good faith)
                           that, as a result of any change in any applicable law
                           or governmental (federal, state or local, domestic or
                           foreign) rule, regulation or order or any
                           interpretation thereof (including without limitation,
                           the introduction of any new or revised law or
                           governmental rule, regulation or order) or its
                           compliance with any directive or request of any
                           central bank or other governmental authority (whether
                           or not having the force of law), the cost to Lender
                           of making, funding or maintaining the portion of the
                           Revolving Credit which then is subject to one or more
                           LIBOR Options (the "LIBOR Loan") has increased from
                           its cost at the time of the commencement of the
                           relevant Interest Period, then Lender shall promptly
                           so notify Borrower thereof by telephone (confirmed in
                           writing) and Borrower shall pay to Lender within
                           thirty (30) days an amount sufficient to indemnify
                           Lender against such increased cost.

                           (2)        In the event that, at any time, Lender
                           shall have reasonably determined (which determination
                           shall be final and conclusive and binding upon the
                           parties hereto) that it has become unlawful for

                                       7



                           Lender to obtain funds in the relevant offshore
                           interbank markets in order to make or maintain its
                           LIBOR Loan, Lender shall promptly give notice to
                           Borrower by telephone (confirmed in writing) of that
                           determination, whereupon the Prime Rate Option, or a
                           certificate of deposit based pricing option (the "CD
                           Option") to be made available to Borrower by Lender
                           upon such determination, shall be in effect for the
                           duration of the pending Interest Periods with respect
                           to the LIBOR Loan.

                           (3)        If, on or before the date of commencement
                           of any Interest Period, Lender shall have determined
                           (which determination shall be final, conclusive and
                           binding on all the parties hereto) that (i) deposits
                           in United States dollars in amounts equal to the
                           portion of the Revolving Credit to be subject to the
                           LIBOR Option for that Interest Period are not being
                           offered to Lender in the relevant markets, or (ii) by
                           reason of changes affecting the relevant markets, the
                           LIBOR Option to be in effect for that period will not
                           adequately and fairly reflect the cost to Lender of
                           maintaining the LIBOR Loan for that period, Lender
                           shall promptly so notify Borrower by telephone
                           (confirmed in writing) whereupon the Prime Option, or
                           CD Option to be made available to Borrower by Lender
                           upon such determination, shall be in effect for that
                           period with respect to the LIBOR Loan;

                           (4)        Borrower shall compensate Lender within
                           thirty (30) days of the written request of Lender
                           (which shall set forth in reasonable detail the basis
                           for requesting such compensation) for all reasonable
                           losses, expenses and liabilities (including without
                           limitation, any interest paid by Lender to lenders of
                           funds borrowed by it to carry its LIBOR Loan during
                           any Interest Period and for any loss sustained by
                           Lender in connection with the re-employment of such
                           funds) which Lender may sustain: (i) as a result of
                           Borrower's failure to borrow funds which had been
                           committed by Lender in advance, at Borrower's
                           request; or (ii) as a result of Borrower's prepayment
                           of any outstanding LIBOR Loan.

         In the event Lender shall have determined (which determination shall be
binding and conclusive on Borrower) that, by reason of circumstances affecting
the relevant markets for the LIBOR Option, adequate and reasonable means do not
exist for

                                       8



ascertaining the LIBOR Option with respect to (a) the continuation of the LIBOR
Option then in existence pursuant to a prior request of Borrower, or (b) any
request by Borrower to change the Prime Option then in existence, to the LIBOR
Option, Lender shall promptly notify Borrower by telephone (confirmed in
writing) of such determination. Upon receipt of such notice, the Prime Option,
or CD Option to be made available to Borrower by Lender upon such determination,
shall be in effect until Lender notifies Borrower that it may resume selection
of the LIBOR Option.

                  In any case where Borrower may select an interest rate option
and fails or neglects to do so, then the Prime Option shall apply.

         2.4      NOTE.

                  (a) All obligations of the Borrower to the Lender under the
Revolving Credit shall be evidenced by a master revolving promissory note in
form and content acceptable to Lender, executed by Borrower payable to the order
of Lender dated of even date with this Agreement in the principal amount of
EIGHT MILLION DOLLARS ($8,000,000.00) (the "Note").

                  (b) The Note shall be deemed to reflect the aggregate unpaid
principal amount of all obligations created under the Revolving Credit,
including the aggregate outstanding principal balance of all Advances made
pursuant to Section 2.2 hereof, whether or not the face amount of the Note is in
excess of the amount actually outstanding from time to time, and whether or not
the indebtedness outstanding thereunder or any portion thereof is from time to
time repaid and reborrowed.

         2.5      INTEREST ON THE NOTE.

                  (a) Except as otherwise provided in this Section 2.5, the
aggregate principal balance of the Advances outstanding from time to time shall
bear interest and shall be payable as set forth in Section 2.2 hereof.

                  (b) If the Borrower shall Default in the payment of the
principal of, or interest on, any Advances made pursuant to Section 2.2 hereof,
then in any such event the Borrower shall, on demand, pay interest on the amount
in Default from the date of such Default up to the date of actual payment, at
the Default Rate.

                  (c) Interest hereunder shall be charged only on the sums
outstanding and shall be computed from the date such indebtedness is incurred to
the date of repayment.

                                        9



         2.6      MATURITY OF REVOLVING CREDIT. The outstanding principal
balance on the Revolving Credit, together with all accrued and unpaid interest
thereon, shall be due and payable on the earlier of the Revolving Credit
Maturity Date or the Termination Date.

         2.7      ACCESS TO REVOLVING CREDIT. Until the Lender receives further
written notice from the Borrower, only W. Stokes Huff, Jr., Mike Huff and Ronald
P. Newman shall be the authorized signatories of the Borrower, authorized to
request Advances.

         2.8      INTEREST. All interest hereunder shall be computed on a daily
basis, based on a 360-day year. In no event shall interest be due at a rate in
excess of the highest lawful rate in effect from time to time. It is not the
intention of the parties hereto to make any agreement which shall be violative
of the laws of the State of Florida or the United States of America relating to
usury. In no event shall Borrower pay or Lender accept or charge any interest
which, together with any other charges upon the principal or any portion
thereof, howsoever computed, after taking into account any requirement for
commitment and facility fees, shall exceed the maximum lawful rate of interest
allowable under the laws of the State of Florida or the United States of America
from time to time. Should any provision of this Agreement or any existing or
further notes, loan agreements or any other agreements between the parties be
construed to require the payment of interest which, together with any other
charges upon the principal or any portion thereof, after taking into account any
requirement for commitment and facility fees, shall exceed such maximum lawful
rate of interest, then any such excess shall not be charged to the Borrower and
shall be applied against the remaining principal balance.

         2.9      PAYMENTS. All payments of principal and interest under the
Note shall be made to Lender at 150 S.E. Third Avenue, Miami, Florida 33131, in
immediately available funds.

         2.10     STANDBY L/C AGREEMENT. (a) Lender will, upon Borrower's
application on the Standby L/C Agreement issue two (2) Standby L/C's on behalf
of Borrower in connection with purchase by Borrower of the assets of Central Air
Conditioning Distributors, Inc., a North Carolina corporation (the "Asset
Purchase") in the maximum aggregate face amount of FOUR MILLION TWO HUNDRED
FIFTY THOUSAND DOLLARS ($4,250,000.00). Lender will not issue any Standby L/C
unless such instrument shall have an expiration date of not later than September
30, 1996. The issuance of the Standby L/C's shall, immediately upon the issuance
thereof, reduce the amount of borrowing availability under the Revolving Credit
by an amount equal to the face amount of the Standby L/C's.

                                       10



                  (a) Upon a draw under any Standby L/C the Borrower shall
reimburse Lender in accordance with the terms and conditions of the Standby L/C
Agreement.

                  (b) In connection with each Standby L/C, Borrower shall pay to
Lender a fee equal to one percent (1.0%) per annum on the face amount of each
Standby L/C issued, together with all other costs and expenses incurred by
Lender in connection with the issuance of a Standby L/C (the "Standby L/C Fee").
The Standby L/C Fee shall be due and payable on the date of issuance of each
Standby L/C, and on the date of any subsequent renewal and/or extension thereof.

                                    SECTION 3
                            ADDITIONAL COSTS AND FEES

         3.1      ADDITIONAL COSTS. If at any time after the date hereof, and
from time to time, the Lender determines that the adoption or modification of
any applicable law, rule or regulation regarding taxation, the Lender's required
levels of reserves, deposits, deposit insurance or capital (including any
allocations of capital requirements or conditions), or similar requirements, or
any interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation,
administration or compliance of the Lender with any of such requirements, has or
would have the effect of (i) increasing the Lender's costs relating to the
Revolving Credit hereunder and (ii) reducing the yield or rate of return of the
Lender on the Revolving Credit, to a level below that which the Lender could
have achieved but for the adoption or modification of any such requirements,
then, the Borrower shall, upon ninety (90) days prior written notice from the
Lender, pay to the Lender such additional amounts as (in the Lender's sole
judgment, after good faith and reasonable computation, the written explanation
of which shall be presented to the Borrower) will compensate the Lender for such
increase in costs which results in reduction in yield or rate of return of the
Lender, said compensation to be calculated prospectively from the date of notice
from the Lender. No failure of the Lender to immediately demand payment of any
additional amounts payable hereunder shall constitute a waiver of the Lender's
right to demand payment of such amounts at any subsequent time. Nothing herein
contained shall be construed or so operate as to require the Borrower to pay any
interest, fees, costs or charges greater than is permitted by applicable law.

         3.2      FACILITY FEE. In connection with the Revolving Credit, the
Borrower shall pay to the Lender an annual facility fee (the "Facility Fee")
equal to the amount of the Revolving Credit multiplied by sixteen and
sixty-seven one hundredths (16.67)

                                       11



basis points per annum. The first annual payment of the Facility Fee shall be
made to the Lender upon the Closing Date of the Revolving Credit and each
subsequent payment of the Facility Fee shall be made on each anniversary of the
Closing Date; provided, however, the Facility Fee payable in the final year of
the Revolving Credit shall be reduced pro-rata based upon the number of months
remaining from the last anniversary date through the Maturity Date.

                  In the event the Revolving Credit is terminated by Borrower
prior to the Maturity Date, the Facility Fee shall be due and payable in full
upon said termination, calculated based upon the term of the Revolving Credit
minus any amounts previously paid. A restructure or renegotiation of the
Revolving Credit by and between Borrower and Lender shall not be considered a
termination by Borrower and any portion of the most recent installment of the
Facility Fee which has been paid in advance of the restructuring or
renegotiation of the Revolving Credit shall be credited to any new facility fee
due and payable in connection with said restructuring or renegotiation.

                                    SECTION 4
                                   COLLATERAL

         In order to secure the full and timely payment of all Indebtedness
under the Revolving Credit, as well as any renewals, extensions or modifications
thereof, and to secure performance of all obligations of Borrower to Lender,
however and whenever created, and to protect the Lender's rights hereunder and
under the Revolving Credit, on or before the Closing Date, all of the holders of
the common stock of the Borrower shall execute a pledge agreement (the "Pledge
Agreement") wherein Guarantor, as one hundred percent (100%) shareholder of
Borrower, shall pledge in favor of the Lender its shares of common stock of the
Borrower. The Borrower shall cause to be delivered to the Lender all of the
stock certificates evidencing the Guarantor's ownership interest in the Borrower
(the "Stock Certificates"), together with undated executed stock powers related
thereto (the "Stock Powers") and a requisite UCC-1 financing statement (the
"UCC"), in order to perfect the Lender's first priority security interest in the
common stock of the Borrower, together with all proceeds thereof, said Pledge
Agreement and UCC-1 to be in form and content satisfactory to the Lender and its
counsel (all the foregoing hereinafter referred to as the "Collateral").

                                    SECTION 5
                                    GUARANTY

                                       12



         All of the Borrower's obligations under the Revolving Credit, as well
as any renewals, modifications, amendments and extensions thereof, and all
obligations of the Borrower to the Lender, howsoever and whenever incurred shall
be unconditionally guaranteed by Watsco, Inc., a Florida corporation
(hereinafter the "Guarantor"), pursuant to a written guaranty (hereinafter the
"Guaranty") in form and content acceptable to Lender in its sole discretion.

                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES

         To induce the Lender to enter into this Agreement and to make the
Advances and issue the Standby L/C's contemplated hereby, Borrower and Guarantor
each represent and warrant to the Lender that:

         6.1      ORGANIZATION, STANDING, CORPORATE POWER, ETC. It is duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has corporate power and authority to own
its properties and to carry on its business as now being conducted, in every
jurisdiction where it is conducting its business, and has corporate power and
authority to execute and perform this Agreement and to execute and deliver all
other documents, instruments and agreements provided for herein.

         6.2      AUTHORIZATION. The execution and performance of this
Agreement, the borrowings hereunder and the execution and delivery of each of
the Loan Documents, and all other documents and instruments provided for herein:

                  (a) have been duly authorized by all requisite corporate
action, and do not require any consent or approval of any other Person,
including without limitation, any of its stockholders or creditors;

                  (b) will not violate any provision of law relating to it, or
its Articles of Incorporation or Bylaws, as amended to the date hereof; and

                  (c) will not violate or be in conflict with, result in a
breach of, or constitute a default under, any indenture, agreement and other
instrument to which it is a party or by which it or any of its properties is
bound, or any order, writ, injunction or decree of any court or governmental
institution, the result of which could have a material adverse effect on its
financial or business condition.

                                       13



         6.3      LITIGATION. There are no actions, suits or proceedings
pending, or, to its knowledge, threatened against or adversely affecting it, at
law or in equity or before or by any federal agency or instrumentality, domestic
or foreign, which involve any of the transactions herein contemplated, or the
possibility of any judgment or liability which may result in any material
adverse change in the business, operations, prospects, properties or assets, or
in the condition, financial or otherwise, of Borrower or Guarantor or the
possible loss or forfeiture of any material license or permit. It is not in
default with respect to any judgment, order, writ, injunction, decree, or with
respect to any rule or regulation of any court, or federal, state, municipal or
other governmental department, the result of which could have a material adverse
effect on the financial or business condition of Borrower or Guarantor.

         6.4      FINANCIAL STATEMENTS. It heretofore has furnished to the
Lender balance sheets, annual statements, and other financial information which,
to the best of its knowledge, fairly and accurately present in all material
respects the financial condition and the results of its operations as of the
dates and for the periods indicated, and said financial statements show all
known liabilities, direct or contingent material liabilities as of the dates
thereof, and have been prepared in accordance with generally accepted accounting
principles consistently applied. Since the date of the furnishing of the most
recent financial statements, there has been no material adverse change in its
financial or other condition.

         6.5      TAXES. It has filed, or caused to be filed, all federal and
state tax returns which, to the knowledge of the officers thereof, are required
to be filed and has paid or caused to be paid all taxes as shown on said returns
or on any assessment received by it and not being contested in good faith, to
the extent that such taxes have become due.

         6.6      BURDENSOME RESTRICTIONS. Except as are reflected on the most
recent financial statements, it is not a party to any material agreement or
instrument or subject to any charter or other corporate restrictions materially
and adversely affecting its business, properties or assets, operations or
condition, financial or otherwise.

         6.7      CENTRAL OWNERSHIP. All of the issued and outstanding capital
stock of Borrower is owned one hundred percent (100%) by Guarantor.

         6.8      PROPERTY AND ASSETS. It has good and indefeasible title to all
the property and assets reflected on the most recent financial statements
furnished by it to the Lender, except such as has been disposed of in the
ordinary course of business since

                                       14



the date of said financial statements, and all such property and assets are free
and clear of any liens, except liens for taxes not yet due, liens being
contested in good faith, liens permitted elsewhere in this Agreement, liens on
personal or real property as reflected in the most recent financial statements,
and also except for liens, if any, on properties acquired subsequent to said
statements and prior to the date of this Agreement.

         6.9      PERMITS, LICENSES AND APPROVALS. It possesses all material
permits, licenses or other governmental approvals required by any federal, state
or local governmental authority for the conduct of its business as now
conducted. Each such permit, license or other governmental approval is
unencumbered, in good standing and there are no proceedings pending or, to the
knowledge of it, threatened against it or any other party, which seek to
suspend, revoke or terminate, or otherwise question the right of it to the
benefits of any such permit, license or other governmental approval.

         6.10     ENFORCEABILITY. This Agreement and each of the Loan Documents,
when delivered hereunder, will constitute legal, valid and binding obligations
of it, as applicable, enforceable against it in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, equitable principles or other laws affecting the rights of creditors
generally.

         6.11     DEFAULT. It is not in default in any respect under, or with
respect to, any contract, agreement or other instrument to which it is a party
or by which it or its assets may be bound, the result of which default could
have a material adverse effect on its financial or business condition and no
Default or Event of Default under this Agreement has occurred and is continuing.

         6.12 REGULATION U. It is not engaged nor will it principally engage, or
engage as one of its important activities, in the business of extending credit
for the purpose of "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
of Governors of the Federal Reserve System as now and from time to time
hereafter in effect. No part of the proceeds of any loans hereunder will be used
for "purchasing" or "carrying" "margin stock" as so defined or for any purpose
which violates, or would be inconsistent with, the provisions or Regulations G,
T, U or X of said Board or of any Regulations of such Board. Upon request, the
Borrower will furnish the Lender with a statement in conformity with the
requirements of Federal Reserve Form U-1 referred to in said Regulation U to the
foregoing effect.

                                       15



         6.13     ERISA. The Plan, if any, maintained by it complies with all
applicable requirements of ERISA and of the Code, and with all applicable
rulings and regulations issued under the provisions of ERISA and the Code. No
Reportable Event has occurred and is outstanding with respect to any Plan.

         6.14     INVESTMENT COMPANY ACT. It is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

         6.15     USE OF PROCEEDS. The proceeds of the Revolving Credit shall be
used to finance the Asset Purchase, and for Borrower's general working capital
requirements and Borrower will not use any portion of such proceeds for the
benefit of any other Person unless permission is granted by the Lender in
writing.

         6.16     OTHER ASSETS. Except as reflected in the financial information
previously furnished to the Lender, it did not, as of the date of said financial
information, own all or any portion of the stock, property, or assets of any
Person.

                                    SECTION 7
                              CONDITIONS PRECEDENT

         The obligations of the Lender under this Agreement are subject to the
following conditions precedent:

         7.1      OPINION OF COUNSEL. The Lender shall have received, on or
prior to the Closing Date, the opinion of counsel (the "Opinion of Counsel") to
Borrower and Guarantor dated the Closing Date, addressed to the Lender,
confirming:

                  (a) Borrower and Guarantor are duly organized, validly
existing and in good standing in their respective states of incorporation and
otherwise qualified to conduct business in the states such business is
conducted; that the party or parties signing all documents and instruments
required in connection with this Agreement are each duly authorized to do so;
that this Agreement and all agreements, documents and instruments related
hereto, when executed and delivered to the Lender, will be valid and binding
obligations of Borrower and Guarantor, as applicable, enforceable according to
their respective terms;

                  (b) that there is no Charter or By-Law provision nor any
agreement, contract, indenture, document or instrument to which Borrower or
Guarantor is a party, nor any law or regulation or any decree of any court,
governmental, authority, bureau or agency binding on Borrower or Guarantor which
would be contravened by the execution or delivery of this Agreement or any

                                       16



of the Loan Documents or by the performance of any term, provision, covenant,
condition, agreement or obligation of Borrower or Guarantor contained herein or
therein;

                  (c) that no order, consent, permit, authorization or approval
is required by or from any governmental body, agency or authority, to validate
this Agreement or any of the Loan Documents or any action taken, or to be taken
by Borrower or Guarantor, hereunder or thereunder; and

                  (d) such other matters relating to Borrower and Guarantor
and/or this Agreement as the Lender or its counsel may reasonably require.

         7.2      SUPPORTING DOCUMENTS. The Lender shall have received from
Borrower and Guarantor, as applicable, on or prior to the Closing Date or within
such other time period indicated:

                  (a) a certificate of the Secretary of Borrower and Guarantor
dated as of the Closing Date, certifying as to: (i) resolutions of its Board of
Directors authorizing the execution, delivery and performance of this Agreement,
the borrowings hereunder, and the execution and delivery to the Lender of each
of the Loan Documents, and the full force and effect of such resolutions on the
Closing Date; (ii) the incumbency and signature of each of the officers of
Borrower and Guarantor signing any of the Loan Documents;

                  (b) The executed Note;

                  (c) The executed Pledge Agreement;

                  (d) The executed Financing Statements;

                  (e) The executed Guaranty;

                  (f) The executed Solvency Certificate;

                  (g) The executed Subordination Agreement;

                  (h) The Opinion(s) of Counsel;

                  (i) Certified copies of the Articles of Incorporation and
Bylaws of Borrower and Guarantor and all amendments thereto, together with a
Certificate of Good Standing of Borrower and Guarantor and proof of
qualification to do business in each jurisdiction in which Borrower's and
Guarantor's business is conducted;

                  (j) Evidence or certification that, from the date of the
latest financial information furnished to Lender by Borrower

                                       17



and Guarantor there has been no adverse change in the business or financial
condition of Borrower or Guarantor;

                  (k) Evidence or certification that there exists no pending or
threatened litigation, the result of which could have a material adverse effect
on the business or financial condition of Borrower or Guarantor;

                  (l) Evidence that the Collateral is owned free and clear of
all liens and encumbrances except those in favor of Lender;

                  (m) Evidence of the Rheem Agreement;

                  (n) All agreements, documents, instruments or certificates
required to be reviewed by Lender in connection with the Asset Purchase;

                  (o) On or before October 26, 1995, proof satisfactory to
Lender that the Asset Purchase has been closed;

                  (o) such additional supporting documents as the Lender or its
counsel may reasonably request.

         7.3      CONDITIONS TO ALL ADVANCES AND STANDBY L/C'S. On the date of
each Advance and issuance of each Standby L/C hereunder:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations
and warranties set forth in Section 6 hereof shall be true and correct in all
material respects on and as of such date with the same force and effect as
though such representations and warranties had been made on and as of such date;

                  (b) NO DEFAULT. Borrower and Guarantor shall have observed and
performed in all material respects all of the terms, conditions and agreements
set forth herein on their part to be observed or performed and no Default or
Event of Default shall have occurred and be continuing;

                  (c) FINANCIAL STATEMENTS. All financial statements,
information and other data furnished by Borrower and Guarantor to the Lender
shall be, in all material respects, accurate and correct; the financial
statements shall have been prepared in accordance with generally accepted
accounting principles consistently applied, and shall accurately represent the
financial condition of Borrower and Guarantor, as applicable; no material
adverse changes in the financial or other condition of Borrower or Guarantor
shall have occurred since the date of said statements; and no material
liabilities, contingent or otherwise, not shown on said financial statements,
shall exist;

                                       18



                  (d) LITIGATION. There shall be no actions, suits, proceedings
or claims pending or threatened against or affecting Borrower or Guarantor, the
result of which are likely to substantially and adversely affect Borrower's or
Guarantor's financial condition, business or operations.

                  Each request for an Advance or issuance of a Standby L/C by
the Borrower hereunder shall constitute a representation and warranty by
Borrower as of the date of request for each such Advance that the conditions of
paragraphs (a) through (d) above have been satisfied and that no Default or
Event of Default has occurred as of such date.

                                    SECTION 8
                              AFFIRMATIVE COVENANTS

         Borrower and Guarantor, as applicable, covenant and agree with the
Lender, that from the date hereof and so long as this Agreement remains in
effect, or any obligations under the Loan Documents remain outstanding and
unpaid, unless the Lender shall otherwise consent in writing, Borrower and
Guarantor will:

         WITH RESPECT TO BORROWER AND GUARANTOR:

         8.1      CORPORATE EXISTENCE. Do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its corporate
existence, and all rights, licenses, permits and franchises required at the date
hereof, or which may be required in the future conduct of its business, and
comply with all applicable laws and regulations that affect it, and conduct and
operate its business in the same lines and in substantially the same manner in
which presently conducted and operated (subject to changes in the ordinary
course of business), and at all times, maintain, preserve and protect, in the
ordinary course of its business, all franchises, trade names and all property
used or required in the conduct of its business, and maintain all such property
in good working order and condition.

         8.2      INSURANCE. Maintain its insurable properties adequately
insured at all times by financially sound and reputable insurers, to such extent
and against such risks, including liability, comprehensive, and property damage
insurance, flood, earthquake and other risks in amounts as is customary with
companies in the same or similar location and business, and the Borrower shall
deliver certificates evidencing such insurance to Lender on or before the
Closing Date. The Borrower shall provide at least ten (10) days prior written
cancellation notice of intended policy cancellation, non-renewal or material
modification.

                                       19



         8.3      OBLIGATIONS AND TAXES. Pay and discharge promptly all taxes,
assessments and governmental charges or levies imposed upon it in respect of any
of its properties, before the same shall become in default, as well as all
lawful claims of labor, materials and supplies or otherwise which, if unpaid,
might become a lien or charge upon such properties or any part thereof;
provided, however, that it shall not be required to pay and discharge, or to
cause to be paid and discharged, any such tax, assessment, charge, levy or claim
so long as the validity thereof shall be contested in good faith by appropriate
proceedings and adequate reserves shall have been set aside and reflected on its
financial statements furnished to the Lender with respect to any such tax,
assessment, charge, levy or claim so contested.

         8.4      NOTICE. Give prompt written notice to the Lender of all
Defaults or Events of Default of which it becomes aware, under any of the terms
and provisions of this Agreement or any of the Loan Documents, or of any default
or event of default under any other agreement, contract, indenture, document or
instrument entered, or to be entered into by it, or any changes in its current
management, and of any other matter which has resulted in, or might result in, a
materially adverse change in its financial condition or operations.

         8.5      BOOKS AND RECORDS/AUDITS. Keep and maintain full and accurate
accounts, books and records of its operations according to generally accepted
accounting principles consistently applied. Borrower and Guarantor shall permit
the Lender or any of the Lender's designated officers, employees, agents and
representatives, to audit, examine and inspect, at all reasonable times,
Borrower's and Guarantor's operational procedures, systems, accounts receivable,
accounts payable, inventory, general ledger, books and records.

         8.6      COMPLIANCE WITH LAW. Comply in all material respects with the
requirements of all applicable laws, rules, regulations, and orders of
governmental authorities relating to the conduct of its business.

         8.7      TRANSACTIONS WITH AFFILIATES. Enter into all transactions with
Affiliates on an arms length basis, on substantially the same terms and
conditions as are customarily employed in transactions with non-affiliated
parties.

         8.8      CONTINGENT LIABILITIES. Inform Lender of any material actual
or potential contingent liabilities.

         8.9      EXECUTION OF OTHER DOCUMENTS. Promptly upon demand by the
Lender, execute all such additional agreements, contracts,

                                       20



indentures, documents and instruments in connection with this Agreement as the
Lender may reasonably deem necessary.

         WITH RESPECT TO BORROWER:

         8.10     REPORTING REQUIREMENTS - BORROWER. Cause to be furnished to
the Lender:

                  (a) as soon as available, but in any event not later than one
hundred twenty (120) days after the close of fiscal year ending December 31,
1995, a management prepared financial statement of Borrower for such fiscal
year, including a balance sheet, related statements of income and retained
earnings and the related statements of changes in financial position and cash
flows, and all schedules thereto, all in reasonable detail, prepared in
accordance with generally accepted accounting principles consistently applied.

                  (b) as soon as available, an audited balance sheet dated as of
the Closing Date, and all schedules thereto, all in reasonable detail, prepared
in accordance with generally accepted accounting principles consistently
applied.

                  (c) commencing December 31, 1996, as soon as available, but in
any event no later than one hundred twenty (120) days after the close of each
fiscal year, with a copy of the unqualified audited (consolidated and/or
consolidating, if appropriate) financial statements of the Borrower for such
fiscal year, including a balance sheet for such fiscal year as at the end of
such fiscal year, and related statements of income and retained earnings and
changes in financial position and cash flows, and all schedules thereto, for
such fiscal year, setting forth in each case in comparative form, the
corresponding figures for the preceding fiscal year, all in reasonable detail,
prepared in accordance with generally accepted accounting principles applied on
a consistent basis, such financial statements to be audited by independent
certified public accountants of recognized standing selected by the Borrower and
acceptable to the Lender in its reasonable discretion (such certification not to
be qualified or limited because of any restricted or limited examination made by
such accountants);

                  (d) as soon as available, but in any event not later than
forty-five (45) days after the end of each of the first three (3) quarterly
periods of each fiscal year of the Borrower, with company prepared unaudited
financial statements of the Borrower, including a balance sheet as at the end of
such fiscal quarter, and related statements of income and retained earnings and
all schedules thereto, all for the period from the beginning of such fiscal year
to the end of such fiscal quarter, the financial statements setting forth in
each case corresponding figures for the like period of the preceding fiscal
year; all in

                                       21



reasonable detail, prepared in accordance with generally accepted accounting
principles applied on a basis consistently maintained throughout the period
involved and with prior periods and certified by the President or Chief
Financial Officer of the Borrower;

                  (e) concurrently with the delivery of the financial statements
referred to in clauses (c) and (d) above, with a certificate of the President or
Chief Financial Officer of the Borrower containing: (i) certification that the
financial statements are true and correct; that, to the best of his or her
knowledge, during such period the Borrower has kept, observed, performed and
fulfilled each and every covenant and condition contained in this Agreement, and
that he or she has no knowledge of any Default or Event of Default hereunder
except as specifically indicated in such certificate; (ii) computations and
conclusions, in such detail as Lender may request, with respect to compliance
with this Agreement and all documents executed in connection therewith,
including computations of all quantitative covenants;

                  (f) promptly after the filing or receiving thereof, copies of
all reports and notices which Borrower files, or after the occurrence of a
Reportable Event or condition which might constitute grounds for the termination
of or for the appointment of a trustee or administrator of any Plan, under ERISA
or the United States Department of Labor;

                  (g) within ten (10) days after service of process or
equivalent notice, written notice of any litigation, including arbitrations and
of any proceeding by or before any governmental agency where the amount involved
or the nature of the proceeding, if adversely determined, may materially and
adversely affect Borrower's business, operations, prospects, properties, or
assets, or the Borrower's condition, financial or otherwise;

                  (h) promptly, from time to time, such other information
relating to Borrower's business, properties, or conditions or operations,
financial or otherwise, as the Lender may reasonably request.

         8.11      NET WORTH - BORROWER. With respect to Borrower, (A) achieve a
Net Worth (hereinafter defined) as of December 31, 1995 equal to or greater than
Borrower's Net Worth as of the Closing Date, plus an amount equal to Borrower's
net income reported as of December 31, 1995, less any amount paid in dividends
to shareholders as permitted herein; (B) achieve a Net Worth as of June 30,
1996, equal to or exceeding Borrower's Net Worth reported as of December 31,
1995; (C) achieve a Net Worth as of September 30, 1996 equal to or exceeding
Borrower's Net Worth reported as of June 30, 1996; and (D) commencing December
31,

                                       22



1996 and each fiscal year thereafter, Borrower shall achieve and maintain a Net
Worth equal to or exceeding Borrower's Net Worth reported as of the prior fiscal
year end plus an amount equal to Borrower's net income reported as of the end of
each respective fiscal year, less any amount paid in dividends to shareholders
as permitted herein.

         8.12     FUNDED DEBT/EARNINGS RATIO - BORROWER. With respect to
Borrower, maintain at all times a Funded Debt/Earnings Ratio (hereinafter
defined) not to exceed 6.0 to 1.0 as of December 31, 1996; 5.0 to 1.0 commencing
as of December 31, 1997; and 4.0 to 1.0 commencing as of December 31, 1998. As
used herein, Funded Debt/Earnings Ratio shall be defined as the ratio determined
by comparing Borrower's: (A) Funded Debt; to (B) earnings before interest
expense, taxes and depreciation/amortization expense.

                  The Funded Debt/Earnings Ratio shall be determined each fiscal
quarter on a rolling four (4) quarter basis including the Borrower's financial
results for the immediately preceding four (4) fiscal quarters.

         8.13     FIXED CHARGE COVERAGE RATIO - BORROWER. With respect to
Borrower, commencing December 31, 1996 and quarterly thereafter, maintain at all
times a Fixed Charge Coverage Ratio (hereinafter defined) of not less than
1.5:1.0. As used herein the Fixed Charge Coverage Ratio shall be defined as the
ratio determined by comparing Borrower's: (A) earnings before interest expense,
taxes and lease expense; to (B) interest expense and lease expense.

                  The Fixed Charge Coverage Ratio shall be determined each
fiscal quarter on a rolling four (4) quarter basis utilizing the Borrower's
financial results for the immediately preceding four (4) fiscal quarters.

         8.14     DISTRIBUTORSHIP AGREEMENT - BORROWER. With respect to the
Borrower, maintain in full force and effect the Rheem Agreement.

         WITH RESPECT TO GUARANTOR:

         8.15     REPORTING REQUIREMENTS - GUARANTOR. Guarantor shall cause to
be furnished to the Lender:

                  (a) as soon as available, but in any event not later than one
hundred twenty (120) days after the close of each fiscal year of the Guarantor,
an audited consolidated balance sheet of the Borrower for such fiscal year as at
the end of such fiscal year, related audited statements of income and retained
earnings and the related consolidated statements of changes in financial
position, and cash flows, showing the cash inflows and cash

                                       23



outflows of the Guarantor for such fiscal year, setting forth, in each case in
comparative form, the corresponding figures for the preceding fiscal year, all
in reasonable detail, prepared in accordance with generally accepted accounting
principles applied on a basis consistently maintained throughout the period
involved and the prior year; such financial statements to be certified by
independent certified public accountants selected by the Guarantor and
acceptable to the Lender (the "CPA") (such certification not to be qualified or
limited by such accountants) and certified by its chief financial officer; (the
Lender's acceptance of the CPA shall not be unreasonably withheld);

                  (b) as soon as available, but in any event not later than one
hundred twenty (120) days after the close of each fiscal year of the Guarantor,
consolidating financial statements of the Guarantor for such fiscal year,
including a consolidating balance sheet, related consolidating statements of
income and retained earnings, and schedules thereto, setting forth in each case
in comparative form, the corresponding figures for the preceding fiscal year,
all in reasonable detail, prepared in accordance with generally accepted
accounting principles consistently applied.

                  (c) within ten (10) days of the filing thereof with the
Securities and Exchange Commission ("SEC") each 10-K and 10-Q filed by the
Guarantor with the SEC, together with all schedules and exhibits filed
therewith, said statements to be prepared according to the standards set forth
by the SEC for such reports;

                  (d) concurrently with the delivery of the financial statements
referred to in clause (a), (b) and (c) above, if requested by Lender, a
certificate of the President or Chief Financial Officer of Guarantor containing:
(i) certification that the financial statements are true and correct; that, to
the best of his or her knowledge, during such period the Guarantor has kept,
observed, performed and fulfilled each and every covenant and condition
contained in this Agreement and that he or she has obtained no knowledge of any
Default or Event of Default hereunder except as specifically indicated in such
certificate; and (ii) computations and conclusions, in such detail as Lender may
request, with respect to compliance with this Agreement and all documents
executed in connection therewith, including computations of all quantitative
covenants;

                  (e) promptly after the same are sent, copies of all proxy
statements, financial statements and reports which the Guarantor sends to its
stockholders, and within ten (10) days after the same are filed, copies of all
regular, periodic and special reports (including but not limited to reports on
Forms 10-K, 10-Q and 8-K), and all registration statements which the Guarantor
files with the SEC or any governmental authority which

                                       24



may be substituted therefor, or with any national securities exchange;

                  (f) promptly after the filing or receiving thereof, copies of
all reports and notices which the Guarantor files, after the occurrence of a
Reportable Event or condition which might constitute grounds for the termination
of or for the appointment of a trustee or administrator of any Plan, under ERISA
or the United States Department of Labor;

                  (g) within ten (10) days after service of process or
equivalent notice, written notice of any litigation, including arbitrations and
of any proceeding by or before any governmental agency where the amount involved
or the nature of the proceeding, if adversely determined, may materially and
adversely affect the Guarantor's business, operations, prospects, properties, or
assets, or the Guarantor's condition, financial or otherwise;

                  (h) promptly, from time to time, such other information
relating to Guarantor's business, properties, or conditions or operations,
financial or otherwise, as the Lender may reasonably request.

         8.16     TANGIBLE NET WORTH - GUARANTOR. With respect to Guarantor,
achieve and maintain a Tangible Net Worth equal to at least THIRTY MILLION
DOLLARS ($30,000,000.00).

         8.17     LEVERAGE RATIO - GUARANTOR. With respect to the Guarantor,
report a ratio of total Liabilities to Tangible Net Worth not to exceed 3.0 to
1.0 at all times.

         8.18     MANAGEMENT - GUARANTOR. With respect to Guarantor, maintain
Albert H. Nahmad and Ronald P. Newman in its active day to day control and
management.

                                    SECTION 9
                               NEGATIVE COVENANTS

         The Borrower and Guarantor, as applicable, covenant and agree with the
Lender that from the date hereof and so long as this Agreement remains in effect
or any obligations under the Loan Documents remain outstanding and unpaid,
unless the Lender shall otherwise consent in writing, the Borrower and Guarantor
will not:

         WITH RESPECT TO BORROWER AND GUARANTOR:

         9.1      DEFAULT UNDER OTHER AGREEMENTS OR CONTRACTS. Commit or do, or
fail to commit to do, any act or thing which would constitute a default under
any of the terms or provisions of any

                                       25



other agreement, contract, indenture, document or instrument executed, or to be
executed by it if the effect of such default could materially and adversely
affect the business or financial condition of (i) the Borrower; (ii) Guarantor
and its subsidiaries taken as a whole;

         9.2      ACCOUNTING PRACTICES. Change any of its accounting practices
or procedures, unless such change is in accordance with or permitted within
generally accepted accounting principles.

         WITH RESPECT TO BORROWER:

         9.3      GUARANTIES/DEBT ASSUMPTIONS - BORROWER. With respect to
Borrower, guarantee any obligations or assume any indebtedness, except that
Borrower shall be entitled to endorse instruments for collection in the ordinary
course of business.

         9.4      SALE/LEASEBACK AND CAPITALIZED LEASE TRANSACTIONS - BORROWER.
With respect to Borrower, enter into any sale and lease-back or capitalized
lease obligation with respect to any of its fixed assets which would exceed TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) in the aggregate.

         9.5      DISPOSAL OF PROPERTY - BORROWER. With respect to Borrower,
except for the sale of inventory in the ordinary course of business, sell
significant assets where the consideration or purchase price for such assets
would exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) in the aggregate
during any fiscal year.

         9.6      OWNERSHIP - BORROWER. With respect to Borrower, change in any
way its ownership.

         9.7      ADDITIONAL INDEBTEDNESS - BORROWER. With respect to Borrower,
with the exception of (i) Indebtedness incurred in connection with the Asset
Purchase, in an amount not to exceed FOUR MILLION TWO HUNDRED FIFTY THOUSAND
DOLLARS ($4,250,000.00), and including the Subordinated Indebtedness; and (ii)
Indebtedness to Guarantor, advanced by Guarantor to Borrower to support short
term working capital needs of Borrower in an amount not to exceed TWO MILLION
DOLLARS ($2,000,000.00) outstanding at any time; incur, create, assume or permit
to exist any additional Indebtedness for borrowed money, secured or unsecured,
or in the form of purchase money obligations or capitalized leases in an amount
exceeding FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) in the aggregate at any
one time outstanding.

         9.8      DIVIDENDS - BORROWER. With respect to Borrower, pay or declare
dividends to shareholders in excess of one hundred percent (100%) of net profit
after taxes for the immediately preceding fiscal year end.

                                       26



         9.9      ADDITIONAL LIENS - BORROWER. With respect to Borrower, incur,
create, assume or permit to exist any additional Liens on any of its property or
assets now owned or hereafter acquired, except for Liens incurred in connection
with the purchase money financing permitted under Section 9.7 hereinabove.

         9.10     CAPITAL EXPENDITURES - BORROWER. With respect to Borrower,
make capital expenditures in any fiscal year exceeding TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000.00) in the aggregate.

         9.11     ADVANCES TO AFFILIATES. Make any loans, advances or
distributions to stockholders, subsidiaries, Affiliates, officers, employees or
third parties.

         9.12     LIMITATION ON MERGERS AND SALE OF ASSETS. With the exception
of the Asset Purchase, enter into any transaction or merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), convey, sell, lease, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or a substantial part of
its business or assets.

         9.13     CONTROL/NAME. Change in any way its control, name or otherwise
change its nature of business.

         9.14     NOTES, ACCOUNTS RECEIVABLE. Except for the purpose of
collection in the ordinary course of business, sell, assign, transfer, discount
or otherwise dispose of notes, accounts receivable or other rights to receive
payment, with or without recourse.

         BORROWER, GUARANTOR AND LENDER EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE
COVENANTS SET FORTH HEREIN PERTAINING TO GUARANTOR SHALL BE MODIFIED AND AMENDED
IN ACCORDANCE AND SIMULTANEOUSLY WITH ANY MODIFICATION OR AMENDMENT OF THE
COVENANTS SET FORTH IN THE LINE AGREEMENT.

                                   SECTION 10
                              DEFAULTS AND REMEDIES

         10.1     EVENTS OF DEFAULT AND REMEDIES. If any one or more of the
following Events of Default shall occur for any reason whatsoever (and whether
such occurrences shall be voluntary or involuntary, or come about or be affected
by operation of law or pursuant to or in compliance with any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or
governmental body), that is to say:

                                       27




            (a) any representation or warranty made herein or by the
Borrower or Guarantor in any report, certificate, financial statement or other
instrument furnished in connection with this Agreement, or any Advance or
borrowing hereunder, shall prove to be false or misleading in any material
respect, or any representation or warranty made by the Borrower or Guarantor in
any future report, certificate, financial statement or other instrument
furnished in connection with this Agreement, or any Advances or borrowings
hereunder, shall prove to be false or misleading in any material respect, which
representation or warranty made by the Borrower or Guarantor remains false or
misleading in any material respect for a period of thirty (30) days after the
occurrence thereof;

                  (b) the Borrower shall fail to pay the principal of or
interest on any obligations created hereunder, within five (5) days of when and
as the same shall become due and payable, whether at the due date or by
acceleration or otherwise;

                  (c) any default shall occur on the part of the Borrower or
Guarantor in the due observance or performance of any covenant, agreement or
other provision of this Agreement or any of the Loan Documents, other than for
the payment of money, which default remains in effect for a period of thirty
(30) consecutive days after the occurrence thereof;

                  (d) the Borrower or Guarantor shall fail to make payment of
principal or interest on any other Indebtedness beyond any period of grace
provided with respect thereto, or shall default in the performance of any other
agreement, covenant, term or condition contained in any agreement under which
any such obligation is created, if the effect of such default is to cause the
holder or holders of such Indebtedness to accelerate the maturity thereof or
results in a material adverse effect on its business or financial condition;

                  (e) Borrower or Guarantor shall (i) apply for or consent to
the appointment of a receiver, trustee in bankruptcy for benefit of creditors,
or liquidator of it or of any of its property; (ii) admit in writing its
inability to pay its debts as they mature or generally fail to pay such debts as
they mature; (iii) make a general assignment for the benefit of creditors; (iv)
be adjudicated a bankrupt or insolvent; (v) file a voluntary petition in
bankruptcy, or a petition or an answer seeking reorganization or an arrangement
with creditors, or seeking to take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation law or statute or
an answer admitting an act of bankruptcy alleged in a petition filed against it
in any proceeding under any such law; or (vi) take any corporate action for the
purpose of effecting any of the foregoing;

                                       28



                  (f) an order, judgment or decree shall be entered against
Borrower or Guarantor, without its application, approval or consent, or by any
court of competent jurisdiction, approving a petition seeking the reorganization
of it or appointing a receiver, trustee or liquidator of it or of all or a
substantial part of the assets thereof, and such order, judgment or decree shall
continue unstayed and in effect for a period of thirty (30) consecutive days
from the date of entry thereof;

                  (g) a final judgment or final judgments, excluding claims
covered by insurance, shall be rendered against the Borrower or Guarantor except
for final judgments which do not exceed FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) in the aggregate, and the same shall remain undischarged for a
period of thirty (30) consecutive days during which execution shall not be
effectively stayed, provided that a judgment shall be deemed "final" only when
the time for appeal shall have expired without an appeal having been claimed, or
all appeals and further review claimed shall have been determined adversely to
it;

                  (h) any monies, deposits other property of the Borrower or
Guarantor now or hereafter on deposit with, or in the possession or under
control of the Lender, shall become subject to attachment proceedings, or
distraint proceedings or any order or process of court, and such proceedings are
not effectively stayed within a period of thirty (30) consecutive days after the
institution thereof;

                  (i) any default shall occur under any other existing or future
written agreements between the Borrower or Guarantor and the Lender which
remains uncured after expiration of any applicable grace period;

                  (j) any material adverse change in the business or financial
condition of Borrower or Guarantor, as determined by Lender;

                  (k) the liquidation, dissolution, or wind-up of Borrower or
Guarantor, whether voluntarily or involuntarily, or failure of Borrower or
Guarantor to maintain its corporate existence;

                  (l) the invalidation, discharge or subordination, in whole or
in part, of any of Lender's security documents or any of the Lender's liens;

                  (m) the sale, transfer or conveyance of any part or portion of
the Collateral, or any interest therein;

                                       29



                  (n) cancellation, termination or material breach of the Rheem
Agreement; provided, however, Borrower shall have thirty (30) days to cure any
breach of the Rheem Agreement;

                  (o) any default shall occur under the Guaranty, the Line
Agreement or the Standby L/C Agreement.

         THEN, and in every such Event of Default, the Lender may, at its
option: (i) declare all obligations of the Borrower to the Lender hereunder and
under the Standby L/C Agreement to be due and payable forthwith, including
without limitation principal, interest, fees, costs and expenses, whereupon the
Note shall become due and payable immediately, both as to principal and
interest, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived, anything contained herein or in such Notes to
the contrary notwithstanding; (ii) declare permanently terminated any commitment
of the Lender to make further Advances or issue any further Standby L/C's; and
(iii) pursue all of the rights and remedies available to the Lender under this
Agreement and each of the Loan Documents.

                                   SECTION 11
                                  MISCELLANEOUS

         11.1     NOTICES. All notices, requests, demands and other
communications provided for hereunder shall be in writing and mailed by
registered or certified mail, sent by facsimile transmission or hand delivered
to the applicable party at the address indicated below:

         IF TO THE BORROWER:                CAC ACQUISITION, INC./CENTRAL
                                            AIR CONDITIONING DISTRIBUTORS, INC.
                                            c/o Watsco, Inc.
                                            2665 South Bayshore Drive
                                            Coconut Grove, Florida  33133
                                            Attn: Ronald P. Newman

         IF TO GUARANTORS:                  WATSCO, INC.
                                            2665 South Bayshore Drive
                                            Coconut Grove, Florida  33133
                                            Attn: Ronald P. Newman,
                                                  Vice President-Finance

         WITH A COPY TO:                    GREENBERG TRAURIG
                                            1221 Brickell Avenue
                                            Miami, Florida  33131
                                            Attn:  Cesar L. Alvarez, Esq.

                                       30



         IF TO THE LENDER:                  NATIONSBANK OF FLORIDA, N.A.
                                            150 S.E. Third Avenue
                                            Miami, Florida  33131
                                            Attn: Commercial Banking Manager
                                            and Steven C. Mayer, Vice President

         WITH A COPY TO:                    BUCHANAN INGERSOLL P.C.
                                            One Turnberry Place
                                            19495 Biscayne Boulevard, Suite 606
                                            Miami, Florida 33180-2320
                                            Attn:  Ralph B. Bekkevold, Esq.

or, as to any party, at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section. All such notices, requests, demands and other communications
shall be deemed to have been duly given or made, in the case of facsimile
transmission when an appropriate answerback has been received by the sending
party, in the case of registered or certified mail, on the third Business Day
after the day on which mailed, and in the case of hand delivery, upon actual
delivery.

         11.2     SURVIVAL OF REPRESENTATIONS. All covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto shall survive the making by the Lender of the borrowings herein
contemplated, and the execution and delivery to the Lender of each of the Loan
Documents and shall continue in full force and effect so long as any
Indebtedness created hereunder is outstanding and unpaid. All covenants and
agreements by or on behalf of the parties hereto which are contained or
incorporated in this Agreement shall bind and inure to the benefit of the
successors and assigns of all parties hereto.

         11.3     EFFECT OF DELAY. Neither any failure nor any delay on the part
of the Lender in exercising any right, power or privilege hereunder or under any
of the Loan Documents shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any other
right, power or privilege.

         11.4     EXPENSES. The Borrower shall pay all fees and out-of-pocket
expenses reasonably incurred by the Lender in connection with the preparation
and closing of this Agreement, including but not limited to the fees and
expenses of special counsel for the Lender, and shall pay the fees and expenses
incurred by the Lender in connection with the borrowings hereunder, and the
enforcement of the rights of the Lender in connection with this Agreement,
including but not limited to the reasonable fees and expenses of counsel.

                                       31



         11.5     MODIFICATIONS AND WAIVERS. No modification or waiver of any
provision of this Agreement nor consent to any departure by the Borrower or
Guarantor therefrom shall in any event be effective unless the same shall be in
writing and signed by the Lender, and such waiver or consent shall be effective
only in the specific instance and for the purpose of which given. No notice to
or demand on the Borrower or Guarantor in any case shall thereby entitle it to
any other or further notice or demand in the same, similar or other
circumstances.

         11.6     DISCLAIMER. The Lender shall incur no liability to the
Borrower or Guarantor in acting upon any advice received by the Lender, whether
oral or written, which the Lender believes in good faith to have been given by
an officer or other person authorized to borrow on behalf of the Borrower or in
otherwise acting in good faith under this Agreement. Further, all documents
required to be executed in conjunction with borrowings under this Agreement may
be signed by any of the officers or other persons duly authorized by the general
borrowing resolutions of the Borrower and Guarantor, as applicable, as such
resolutions may be amended from time to time.

         11.7     REMEDIES CUMULATIVE. Any rights or remedies of the Lender
hereunder, or under any other writing shall be cumulative and in addition to
every other right or remedy contained therein or herein, now in existence or
existing hereafter, at law or in equity by statute or otherwise. Upon the
occurrence of an Event of Default, the Lender may proceed to enforce any of the
rights and remedies against the Borrower and Guarantor, or against any
collateral given as security for the Indebtedness hereunder, and the Lender may
enforce such rights and remedies simultaneously, or in such order and at such
time, or from time to time, as the Lender determines in its sole and absolute
discretion.

         11.8     APPLICATION OF PAYMENTS. Payments received by the Lender from
the Borrower or Guarantor, whether direct or from realizations on any
collateral, may be applied to payment of such obligations of the Borrower in
such order of application as the Lender may elect, and the Borrower and
Guarantor hereby waives any rights to designate to which of its obligations any
such payments shall be applied.

         11.9     CONSTRUCTION. This Agreement shall be governed and construed
in accordance with the laws of the State of Florida except as to regulations
governing interest rates or other terms of lending which are governed by all
applicable laws.

         11.10    SEVERABILITY OF PROVISIONS. Any provision of this Agreement
which is unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective only to the extent of such unenforceability, without invalidating
the remaining provisions

                                       32



thereof or affecting the validity or enforceability of such provision in any
other jurisdiction.

         11.11    HEADINGS. Article and Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

         11.12    SUCCESSORS AND ASSIGNS. All of the terms and provisions of
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns, except that neither
the Borrower nor Guarantor shall have the right to assign its rights hereunder
or any interest herein.

         11.13    INDEMNIFICATION. The Borrower agrees to indemnify the Lender
and to pay for all documentary stamp taxes, intangible taxes and penalties
thereon which may become due in connection with this Agreement or the Note. The
Borrower shall execute a letter in favor of the Lender evidencing this
indemnification.

         11.14    TIME OF PAYMENTS. All payments required to be made by the
Borrower hereunder (except for direct debits by the Lender) shall be paid to the
Lender in readily available funds on or before 2:00 P.M. (Miami, Florida time)
on the dates such payments are due. Payments received by the Lender subsequent
to that time will be credited to the Borrower on the next successive Business
Day.

         11.15    MANDATORY ARBITRATION. Any controversy or claim between or
among the parties hereto including but not limited to those arising out of or
relating to this Agreement or any related agreements or instruments, including
any claim based on or arising from an alleged tort, shall be determined by
binding arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the applicable state law), the Rules of Practice and Procedure for
the Arbitration of Commercial Disputes of Judicial Arbitration and Mediation
Services, Inc. (J.A.M.S.), and the "Special Rules" set forth below. In the event
of any inconsistency, the Special Rules shall control. Judgment upon any
arbitration award may be entered in any court having jurisdiction. Any party to
this Agreement may bring an action, including a summary or expedited proceeding,
to compel arbitration of any controversy or claim to which this Agreement
applies in any court having jurisdiction over such action.

                  (a) SPECIAL RULES. The arbitration shall be conducted in the
city of Lender's domicile at time of this Agreement's execution and administered
by J.A.M.S. who will appoint an arbitrator; if J.A.M.S. is unable or legally
precluded from administering the arbitration, then the American Arbitration

                                       33



Association will serve. All arbitration hearings will be commenced within ninety
(90) days of the demand for arbitration; further, the arbitrator shall only,
upon a showing of cause, be permitted to extend the commencement of such hearing
for up to an additional sixty (60) days.

                  (b) RESERVATION OF RIGHTS. Nothing in this Agreement shall be
deemed to (i) limit the applicability of any otherwise applicable statutes of
limitation or repose and any waivers contained in this Agreement; or (ii) be a
waiver by Lender of the protection afforded to it by 12 U.S.C. ss.91 or any
substantially equivalent state law; or (iii) limit the right of Lender (A) to
exercise self help remedies such as (but not limited to) setoff, or (B) to
foreclose against any real or personal property collateral, or (C) to obtain
from a court provisional or ancillary remedies such as (but not limited to)
injunctive relief or the appointment of a receiver. Lender may exercise such
self help rights, foreclose upon such property, or obtain such provisional or
ancillary remedies before, during or after the pendency of any arbitration
proceeding brought pursuant to this Agreement. At Lender's option, foreclosure
under a pledge and assignment agreement, a deed of trust or mortgage may be
accomplished by any of the following: the exercise of a power of sale under the
security instrument, or by judicial sale under the security instrument, or by
judicial foreclosure. Neither this exercise of self help remedies nor the
institution or maintenance of an action for foreclosure or provisional or
ancillary remedies shall constitute a waiver of the right of any party,
including the claimant in any such action, to arbitrate the merits of the
controversy or claim occasioning resort to such remedies.

                  (c) ARBITRAL AWARD. The arbitral award shall include (i) a
provision that the prevailing party in such arbitration shall recover its costs
of the arbitration and reasonable attorneys' fees and expenses from the other
party; and (ii) the amount of such costs, fees and expenses. Any cause of action
subject to such arbitration shall be subject to the same statute of limitations
that would have been applicable to such cause of action in an action of law.

                                       34



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                                [BORROWER]

                                                CAC ACQUISITION, INC.,
                                                a North Carolina corporation

                                                By: /s/ BARRY S. LOGAN
                                                   ----------------------------

                                                As: President
                                                    ---------------------------
                                                         [CORPORATE SEAL]

                                               [GUARANTOR]
 
                                               WATSCO, INC.,
                                               a Florida corporation

                                               By: /s/ RONALD P. NEWMAN
                                                   ----------------------------

                                               As: V.P. of Finance
                                                   ----------------------------
                                                         [CORPORATE SEAL]

                                              [LENDER]

                                              NATIONSBANK OF FLORIDA, N.A.

                                              By: /s/ SIGFREDO BIRRIEL
                                                 ------------------------------

                                              As: Senior Vice President
                                                  -----------------------------

                                       35



STATE OF NORTH CAROLINA    )
                           ) SS:
COUNTY OF FORSYTH          )

         The foregoing instrument was acknowledged before me in Winston-Salem, 
North Carolina this 26th day of October, 1995 by Barry S. Logan, as President 
of CAC ACQUISITION, INC., a North Carolina corporation, on behalf of said 
corporation, who is personally known to me or has produced Florida Driver's 
License as identification.

                                  /s/ KAY F. HARPER
                                      ------------------------------------
[NOTARY SEAL]                     NOTARY PUBLIC
                                  Print Name: Kay F. Harper
                                  Serial No: ###-##-####

My Commission Expires: 3/8/98


STATE OF NORTH CAROLINA    )
                           ) SS:
COUNTY OF FORSYTH          )

         The foregoing instrument was acknowledged before me in Winston-Salem, 
North Carolina this 26th day of October, 1995 by Ronald P. Newman, as 
V.P. of Finance of WATSCO, INC., a Florida corporation, on behalf of said 
corporation, who is personally known to me or has produced Florida Driver's 
License as identification.

                                  /s/ KAY F. HARPER
                                      ------------------------------------
[NOTARY SEAL]                     NOTARY PUBLIC
                                  Print Name: Kay F. Harper
                                  Serial No: ###-##-####

My Commission Expires: 3/8/98



                                       36



STATE OF NORTH CAROLINA    )
                           ) SS:
COUNTY OF FORSYTH          )

         The foregoing instrument was acknowledged before me in Winston-Salem, 
North Carolina this 26th day of October, 1995 by Sigfredo Birriel, as 
Sr. Vice President of NATIONSBANK OF FLORIDA, N.A., a national banking
association on behalf of said Bank, who is personally known to me or has 
produced Florida Driver's License as identification.

                                  /s/ KAY F. HARPER
                                      ------------------------------------
[NOTARY SEAL]                     NOTARY PUBLIC
                                  Print Name: Kay F. Harper
                                  Serial No: ###-##-####

My Commission Expires: 3/8/98
                                       37

[Rheem logo]
- --------------------------------------------------------------------------------
Rheem Manufacturing Company                                  Telex: 5106006-166
405 Lexington Avenue /bullet/ 22nd Floor                     Fax: (212) 916-8109
New York, New York 10174-0307
(212) 916-8100

Gary L. Tapella
President and
Chief Executive Officer

                                                     January 1, 1996

Watsco, Inc.
2665 South Bayshore Drive
Coconut Grove, Florida 33133

Attention: A. H. Nahmad, Chairman

Gentlemen:

This is to advise that Rheem will not exercise its right to Call Watsco's
interest in Gemaire Distributors, Heating and Cooling Supply and Comfort Supply
through the Election Period in 1997 as provided and defined in Sections 3.1.1
and 3.2 of our Shareholders Agreement in each company.

To assist Watsco in its examination of certain financing options this letter of
advise is being provided on this date rather than the effective date of such
right to Call.

                                                     Rheem Manufacturing Company

                                                     By /s/ GARY L. TAPELLA
                                                        ------------------------
                                                            President

                                                                    EXHIBIT 23.2


              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

Fort Lauderdale,
  January 18, 1996.

                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the inclusion in this registration statement on Form S-3 of
Watsco, Inc. of our report on our audit of the financial statements of Three
States Supply Company, Inc. We also consent to the reference to our firm under 
the caption "Experts."

RHEA & IVY, P.L.C.

Memphis, Tennessee,
January 18, 1996.