DST Invest. 8K 10/24/06
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported) October 24,
2006
ACR
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Texas
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0-12490
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74-2008473
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3200
Wilcrest Drive,
Suite
440
Houston,
Texas 77042
(Address
of Principal Executive Offices, Including Zip Code)
(713)
780-8532
Registrant’s
telephone number, including area code
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
8.01 Other
Events
DST
Investments, a significant shareholder of ACR Group, Inc. (the “Company”), has
filed a written plan in accordance with rule 10b5-1 of the Securities Exchange
Act of 1934 to sell a portion of its holdings of the Company’s stock. DST, a
general partnership, is owner of 1,468,394 shares of the Company’s common stock,
which is approximately 12% of the Company’s outstanding shares. The spouse of
Alex Trevino, Jr., the Company’s chairman and chief executive officer, is the
beneficial owner of the DST partnership interests.
Under
the
plan, DST may sell up to 800,000 shares, once certain target price thresholds
are reached, subject to applicable volume limitations prescribed by Rule 144
of
the Securities Act of 1933. The sale of shares under the plan adopted by DST
began on October 23, 2006. The plan terminates once the share limit is reached
or October 10, 2007, whichever is sooner.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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ACR
Group,
Inc.
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Dated:
October 24, 2006
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By:
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/s/
Anthony R. Maresca
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Anthony
R. Maresca
Senior
Vice President and Chief Financial
Officer
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Forward-Looking
Statements
Statements
in this release that relate to management's expectations or beliefs concerning
future plans, expectations, events, and performance are "forward-looking" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Actual results
or events could differ materially from those anticipated in the forward-looking
statements due to a variety of factors including, without limitation, weather
conditions, the effects of competitive pricing, general economic conditions,
and
availability of capital. For more detailed information on the risks and
uncertainties associated with these forward-looking statements and the Company's
other activities, see the periodic reports filed by the Company with the
Securities and Exchange Commission such as Form 10-K, Form 10-Q and Form
8-K.
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For
Immediate Release
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Investor
Relations Representative
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Company
Representative
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Contact:
Mr. Noel
Ryan
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Contact:
Mr. Tony Maresca
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Director,
Lambert, Edwards & Associates
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Chief
Financial Officer, ACR Group, Inc.
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616-233-0500
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713-780-8532
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