<PAGE>
BUILDING MATERIALS HOLDING CORPORATION
CROSS REFERENCE SHEET
As filed with the Securities and Exchange Commission on August ___ 1998
Registration No. 333-_____
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
BUILDING MATERIALS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5211 91-1834269
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification Number)
</TABLE>
-----------------
One Market Plaza
Steuart Tower #2650
San Francisco, California 94105
(415) 227-1650
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-----------------
ROBERT E. MELLOR
President and Chief Executive Officer
Building Materials Holding Corporation
One Market Plaza
Steuart Tower #2650
San Francisco, California 94105
(415) 227-1650
(Name, address, including zip code and telephone number,
including area code, of agent for service)
-----------------
COPY TO:
LAWRENCE CALOF, ESQ.
Gibson, Dunn & Crutcher LLP
1530 Page Mill Road
Palo Alto, California 94304
(650) 849-5331
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
-----------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) UNIT(2) PRICE(2) FEE
- ------------------ ------------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 shares $12.68 $22,714,686 $6,700.83
($.001 par value)
</TABLE>
(1) Registration fees calculated for only 1,791,379 shares. 208,621
shares are carried forward from registration statement filed on September 25,
1997 (Registration No. 333-36387) for which $4,310 was previously paid.
(2) Estimated solely for the purpose of determining the registration
fee. Calculated on the basis of the average of the high and low reported
prices of the Registrant's Common Stock on the Nasdaq National Market on
August 4, 1998.
THE REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY IT 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROPSPECTUS CONTAINED
HEREIN ALSO RELATES TO SECURITIES PREVIOUSLY REGISTERED ON FORM S-4 FILED ON
SEPTEMBER 25, 1997, REGISTRATION NO. 333-36387.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
BUILDING MATERIALS HOLDING CORPORATION
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM CAPTION IN PROSPECTUS
- --------------------------- ---------------------
<S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus........................ Facing Page of Registration Statement;
Cross-Reference Sheet; Outside Front Cover Page
of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus........................................... Available Information; Incorporation of Certain
Information by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed
Charges, and Other Information................................ The Company; Cover Page of Prospectus;
Securities Covered by this Prospectus; Table
of Contents
4. Terms of the Transaction...................................... Not Applicable
5. Pro Forma Financial Information............................... Not Applicable
6. Material Contacts with the Company
Being Acquired................................................ Not Applicable
7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters..................................... Not Applicable
8. Interests of Named Experts and Counsel........................ Legal Opinion; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities................ Not Applicable
10. Information with Respect to S-3
Registrants................................................... Available Information; Incorporation of Certain
Information by Reference; The Company
11. Incorporation of Certain Information
by Reference.................................................. Incorporation of Certain Information by Reference;
Description of Capital Stock
12. Information with Respect to S-2 or
S-3 Registrants............................................... Not Applicable
13. Incorporation of Certain Information by
Reference..................................................... Not Applicable
14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants............................. Not Applicable
15. Information with Respect to
S-3 Companies................................................. Not Applicable
</TABLE>
<PAGE>
<TABLE>
<S> <C>
16. Information with Respect to S-2 or
S-3 Companies................................................. Not Applicable
17. Information with Respect to Companies
other than S-3 or S-2 Companies............................... Not Applicable
18. Information if Proxies, Consents or
Authorizations are to be Solicited............................ Not Applicable
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or
in an Exchange Offer.......................................... Incorporation of Certain Information by Reference
</TABLE>
ii
<PAGE>
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.
<PAGE>
PROSPECTUS
BUILDING MATERIALS HOLDING CORPORATION
COMMON STOCK
($.001 PAR VALUE)
2,000,000 SHARES
This Prospectus relates to 2,000,000 shares of common stock, par value
$.001 per share (the "Common Stock"), of Building Materials Holding
Corporation (the "Company"), that may be issued from time to time in
connection with future business combinations, acquisitions and mergers. In
general, the terms of such combinations, acquisitions and mergers will be
determined by direct negotiations between representatives of the Company and
the owners or principal executives of the companies or other entities to be
so combined, acquired or merged or the assets of which are to be acquired,
and the factors taken into account will include, among other things, the
established quality of management, earning power, cash flow, growth
potential, facilities and locations of the companies or other entities to be
acquired or merged, and the market value of the Common Stock.
The Common Stock is listed on Nasdaq under the symbol "BMHC." The last
reported sales price per share of the Common Stock, as quoted on Nasdaq on
August 6, 1998 was $14.125 per share.
The shares of Common Stock issued in connection with acquisitions may be
resold by the receipients thereof. See "Securities Covered by this
Prospectus" for information relating to resales pursuant to this Prospectus
of Common Stock issued pursuant to this Prospectus.
See "Risk Factors" on pages 5 to 7 for certain considerations relevant
to an investment in the Common Stock.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is August 7, 1998
<PAGE>
AVAILABLE INFORMATION
The Company has filed two Registration Statements on Form S-4 (the
"Registration Statements"), File No. 333-36387 and File No. 333-_______, with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the shares covered by this Prospectus. This Prospectus omits certain
information and exhibits included in the Registration Statements, copies of
which may be obtained upon payment of a fee prescribed by the Commission or
may be examined free of charge at the principal office of the Commission in
Washington, D.C.
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 Commission. Such reports, proxy statements and other information
filed with the Commission by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission
located at 500 West Madison Street, Room 1400, Chicago, Illinois 60606 and at
the Jacob K. Javits Federal Building, 75 Park Place, New York, New York
10278. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company or the Company's
predecessor, BMC West Corporation, with the Commission are by this reference
incorporated in and made a part of this Prospectus: (i) the S-4 Registration
Statement No. 333-36387 filed with the Commission on September 25, 1997, (ii)
the Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
File No. 0-19335; (iii) the Proxy Statement dated March 31, 1998; (iv) the
Quarterly Report on Form 10-Q for the quarters ended March 31 and June 30,
1998 (v) the description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K filed with the Commission on September
24, 1997 and (vi) all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all shares of Common Stock offered hereby have been sold or
which deregisters all Common Stock then remaining unsold. Any statement
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 a 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
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Copies of all documents that are
incorporated herein by reference (not including the exhibits to such
documents, unless such exhibits are specifically incorporated by reference
into such documents or into this Prospectus) will be provided without charge
to each person, including any beneficial owner, to whom this Prospectus is
delivered, upon a written or oral request to Building Materials Holding
Corporation, Attention: Corporate Secretary, One Market Plaza, Steuart Tower
#2650, San Francisco, California 94105.
2
<PAGE>
THE COMPANY
Building Materials Holding Corporation ("BMHC") or the ("Company") is a
holding company engaged, through its wholly owned subsidiary, BMC West
Corporation ("BMC West") in the distribution of building materials, selling
primarily to professional contractors as well as to project-oriented
consumers (including professional repair and remodel contractors hired by
them). BMHC was formed to centralize, at the holding company,
responsibilities for acquisitions, financial and administrative functions -
including strategic, financial and capital planning, corporate governance,
and investor relations activities. In addition, the holding company structure
is intended to focus operational management of the day-to-day activities. As
part of this restructuring, the operating units of BMC West have been divided
into three major operating divisions, with plans to create a fourth, with a
division president having general responsibility for the profitability of
each division. This restructuring is intended to give local management more
focused responsibility and enhances the opportunity to recommend the
introduction of new products or services appropriate for a given market.
BMC West is a leading distributor and retailer of building materials. In
addition to distributing products from manufacturers, the Company conducts
value-added conversion activities which include fabricating pre-hung doors,
roof and floor trusses, pre-assembled windows and pre-cutting lumber to meet
customer specifications. The Company operates 56 building materials centers
located in Arizona, California, Colorado, Idaho, Montana, Nevada, Oregon,
Texas, Utah, and Washington. Value-added activities are conducted at 40
separate facilities, most of which are located at building materials sites.
The Company targets primarily the professional contractor market, which
is a strategy distinct from that pursued by the high-volume,
consumer-oriented home center retailers now found throughout the United
States. The Company's professional contractor market consists of persons
engaged principally in the construction of single-family homes and, to a
lesser extent, multi-family units and light commercial and industrial
construction. The Company also targets the repair and remodel market which
consists generally of advanced, project-oriented consumers and contractors
hired by them, who engage primarily in substantial projects such as room
additions, kitchen or bathroom remodeling and fence or deck installations.
The Company believes that many of its building materials centers hold a first
or second place local market share among professional contractors and that
the Company, as a whole, has the largest sales volume of any distributor of
building materials serving primarily professional contractors in its market
area.
Professional contractors generally are large-volume, repeat customers,
requiring certainty of product availability and delivery and a number of
specialized services typically not offered by home center retailers. The
Company develops long-term relationships with its customers by providing them
with a broad range of high-quality products and services. Each of the
Company's building materials centers tailors its product and service mix to
meet the demands of its local market. The Company's products, which include
lumber, panel products, roofing materials, prehung doors, roof and floor
trusses, pre-assembled windows, cabinets, hardware, paint and tools, are used
primarily for new residential construction, light commercial construction and
repair and remodeling projects. These products are sold by experienced
professionals consisting of both field sales personnel and facility-based
sales and support personnel. The Company also offers its customers various
services, including assistance with project designs and materials
specifications, coordination of delivery of orders to job sites, provision of
credit to pre-approved contractors and referral of retail customers to
pre-qualified contractors. Complete home packages (delivered to the sites of
the Company's builder customers according to their construction
3
<PAGE>
schedules) account for a significant amount of the Company's total sales.
Professional contractors accounted for approximately 75% to 78% of the
Company's net sales in each of the last three years.
The Company believes that it is well positioned in some of the most
attractive markets for building materials. Population and migration trends in
the markets served by the Company as well as the relative strength of many of
the local economies in the regions it serves, have resulted in the growth of
residential housing in these markets at rates faster than the United States
as a whole. The Company believes that these population and migration trends
provide a foundation for continued growth. Furthermore, the Company's 56
building materials centers operate in several distinct regional markets,
which collectively have a diverse economic base of manufacturing,
agricultural, recreational and service-based industries. The Company believes
that this geographic diversification lessens the impact on the Company of a
downturn in any one of its regional markets.
BMHC traces its roots through various predecessor companies to 1915. BMC
West Corporation, BMHC's predecessor and principal subsidiary, was formed in
1987 through the acquisition of 20 building materials centers from Boise
Cascade Corporation and has since grown to 56 centers, predominantly through
acquisitions. References to the Company in this Prospectus include BMC West
Corporation.
Acquisition Strategy
The Company is seeking multi-unit acquisitions that could be acquired as
new stand-alone units as well as opportunity to acquire additional centers in
the geographic areas currently served by BMHC. The Company believes that the
fragmented nature of its industry presents opportunities for additional
acquisitions of strategically located building materials centers and
value-added facilities. The management of the Company has substantial
experience in expanding building materials supply businesses through
acquisitions. Over the past several years, the Company's management has
contacted and visited many acquisition candidates. In addition, the Company
is contacted regularly by persons seeking to sell their businesses. The
Company believes that, due to professional contractor loyalty to existing
centers, the most expedient way for the Company to enter new geographic
markets is through acquisitions. The Company also believes that the
availability of a public market for the Company's Common Stock provides it
with additional financial flexibility in pursuing acquisitions.
While the Company evaluates each potential acquisition candidate on its
individual merits, its primary objective has been to acquire profitable
building materials centers that meet certain general criteria. The typical
targeted acquisition candidate is located on 5 to 10 acre sites which
includes 8,000 to 15,000 square feet of indoor showroom and contractor sales
space and 20,000 to 50,000 square feet of covered storage area, with
reasonable access to the local road system and proximity to regional areas of
construction demand. Additional factors include the reputation of the center
among local contractors and the quality of the center's management and sales
organization.
Typically, after an acquisition of a center, the Company enhances the
center's sales and service capabilities and expands its product offerings,
including value-added products, in an effort to increase sales and
profitability. In addition, the Company seeks to implement its accounting and
management systems in each newly acquired center. These systems assist in the
effective management of the Company's inventories and accounts receivable and
in efforts to improve customer service and the utilization of assets. The
Company generally is able to use its centralized purchasing expertise to
reduce product costs following acquisitions.
4
<PAGE>
In 1996, the Company acquired one building materials center and three
value-added facilities in Texas and Utah for aggregate consideration of $10.1
million, of which $8.4 million was paid in cash and $1.7 million was paid in
promissory notes. In 1997, the Company acquired two building materials
centers and six value-added-facilities in Colorado, Nevada, Texas, Utah and
Washington for aggregate consideration of $52.8 million; of which $40.2
million was paid in cash, $3.7 million was paid through the issuance of a
long-term note, $6.3 million was paid in Common Stock of the Company
(approximately 492,000 shares), and $2.6 million consisted of liabilities
assumed by the Company. In the second quarter of 1998, the Company completed
five acquisitions consisting of three building materials centers and six
value-added facilities located in Montana, Oregon, Texas and Washington. The
total consideration given was $15.6 million consisting of $11.5 in cash,
299,343 shares of common stock valued at $4.0 million and other assumed
operating liabilities of $81,000.
The following chart sets forth the number of building materials centers
acquired and consolidated by the Company during each of the last five fiscal
years and the interim period of June 30, 1998.
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Beginning Balance 32 39 49 52 53 55
Acquisitions 7 10 4 1 5 5
Consolidations & Closures (1) (3) (4)
------------ ----------- ----------- ------------ ----------- -----------
Ending Balance 39 49 52 53 55 56
== == == == == ==
</TABLE>
RISK FACTORS
The shares of Common Stock offered hereby are speculative in nature and
involve a high degree of risk. In addition to the other information included
elsewhere in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Common Stock offered by this
Prospectus.
INDUSTRY CONDITIONS; CYCLICALITY; SEASONALITY
The building materials industry historically has been subject to
substantial cyclical variation, and adverse economic changes in the regions
served by the Company that could have a material adverse effect on the
Company's financial condition. The Company's operations have reflected
substantial fluctuations from period to period as a consequence of various
factors, including general economic conditions, prices of commodity wood
products, levels of building activity and interest rates, single-family
housing starts, employment levels, consumer confidence and availability of
credit to professional contractors and homeowners. Because a substantial
percentage of the Company's net sales is attributable to professional
contractors, these factors may have a more significant impact on the Company
than on companies focused on a broad range of retail customers.
5
<PAGE>
In addition, although weather patterns affect the Company's results of
operations throughout the year, adverse weather historically has reduced
construction activity in the first and fourth quarters in the Company's
markets. The Company anticipates that fluctuations from period to period will
continue in the future.
ACQUISITION AND DEVELOPMENT STRATEGY
The Company is seeking multi-unit acquisitions that could be acquired as
new stand-alone units as well as opportunity to acquire additional centers in
the geographic areas currently served by BMHC. The Company's objective is to
continue to acquire, or from time to time develop, building materials centers
and to acquire or develop value-added facilities. Accomplishing this
expansion goal will depend on a number of factors, including the Company's
ability to identify and acquire acceptable building materials centers and
acquire or develop value-added facilities, hire and train competent managers,
integrate new acquisitions into the Company's operations, successfully
implement cost reduction and working capital management systems, generate
funds from operations and continue to access external sources of financing.
There can be no assurance that the Company will be able to continue to
identify and complete successful acquisitions. The process of developing
facilities or integrating acquired businesses may be prolonged due to
unforeseen difficulties and may require a disproportionate amount of
resources and management's attention. There can be no assurance that the
integration, implementation and expansion of the Company's cost reduction and
working capital and other management information and control systems will
keep pace with the Company's growth. Future acquisitions may be financed
through the incurrence of additional indebtedness or the issuance of equity
securities, which may dilute the Company's shareholders.
RELIANCE ON KEY PERSONNEL; MANAGEMENT OF GROWTH
The Company does not have employment agreements with any members of its
senior management team (other than agreements with respect to termination in
the event of a change of control of the Company). The Company believes that
its future success, including the skillful management of the Company's
growth, will depend on its ability to retain key members of its management
team and to attract, train and retain general managers in the future. There
can be no assurance that the Company will be able to do so. A failure to
retain, acquire and/or adequately train managerial employees sufficient to
effectively manage the Company's operations and growth could result in
organizational deficiencies and a material adverse impact on the Company.
PRICES OF COMMODITY WOOD PRODUCTS
Historically, approximately 50% of the Company's sales have been
attributable to commodity wood products, including lumber and panel products.
Approximately 47% of the Company's sales in 1995, 1996, and 1997,
respectively, were attributable to commodity wood products. Prices of
commodity wood products are subject to significant volatility and affect the
Company's sales and earnings. During 1997, the prices of commodity wood
products purchased and sold by the Company were on average 1.6% lower than in
1996. During 1996, the prices of commodity wood products purchased and sold
by the Company were on average 7% higher than in 1995. During 1995, the
prices of commodity wood products purchased and sold by the Company were on
average 14% lower than in 1994, which reduced the rate of increase of both the
Company's sales and gross profit and increased costs as a percentage of sales
as the Company shipped more product per dollar of sales. Declines in
commodity wood prices in the future may have an adverse effect on the
Company's results of operations.
6
<PAGE>
COMPETITION
BMC West operates in a highly competitive environment. The Company's
centers compete primarily with privately owned, single-site enterprises as
well as local and regional building materials chains. To a lesser extent, in
certain larger markets the Company also competes with national building
materials chains and large home center retailers. Some of these large
retailers have substantially greater resources than the Company. Although
home center retailers historically have focused their sales efforts on
consumers, there can be no assurance that they will not intensify their
marketing efforts to professional contractors in the future. Home center
retailers may indirectly increase competition in the professional contractor
market by prompting smaller local retailers of building materials to increase
their focus on this market.
CERTAIN ANTI-TAKEOVER EFFECTS
Certain provisions of the Company's Certificate of Incorporation and
Bylaws, as well as Delaware corporate law and the Company's Stockholder
Rights Plan (the "Rights Plan"), may be deemed to have anti-takeover effects
and may delay, defer or prevent a takeover attempt that a stockholder might
consider in its best interest. Such provisions also may adversely affect
prevailing market prices for the Company's Common Stock. Certain of such
provisions allow the Company's Board of Directors to issue, without
additional stockholder approval, preferred stock having rights senior to
those of the Common Stock. Other provisions impose various procedural and
other requirements that could make it more difficult for stockholders to
effect certain corporate actions. In addition, the Company is subject to the
anti-takeover provisions of Section 203 of the Delaware General Corporation
Law, which prohibits the Company from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date
of the transaction in which the person became an interested stockholder,
unless the business combination is approved in a prescribed manner. The
Company has adopted the Rights Plan, pursuant to which holders of the Common
Stock received a distribution of rights to purchase additional shares of
Common Stock, which rights become exercisable upon the occurrence of certain
events. The Rights Plan has certain anti-takeover effects.
RESTRICTIONS ON PAYMENTS OF DIVIDENDS
The Company has never paid cash dividends on its Common Stock and has no
current plans to pay any such dividends in the future. Agreements governing
certain of the Company's indebtedness contain provisions that restrict the
Company's ability to pay dividends. There can be no assurance as to the
amount of funds, if any, that will be available for the declaration and
payment of dividends in the future.
7
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial data are derived from the
Company's consolidated financial statements. Historical results should not be
taken as necessarily indicative of the results that may be expected for any
future period. This consolidated data should be read in conjunction with the
consolidated financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, each of which is incorporated by reference
herein. Certain items in the prior years' consolidated financial statements
have been reclassified to conform to the 1997 presentation. All amounts shown
are in thousands, except per share data.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995 1996 1997
-------- ------- ------ ------ --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales..................................... $399,597 $547,109 $630,201 $718,024 $728,065
Cost of sales................................. 315,693 427,951 492,028 559,408 559,655
-------- -------- -------- -------- --------
Gross profit.................................. 83,904 119,158 138,173 158,616 168,410
Selling, general and administrative expense... 65,619 91,203 116,353 131,462 145,935
Other income net............................. 948 1,529 1,601 1,268 1,882
-------- -------- -------- -------- --------
Income from operations........................ 19,233 29,484 23,421 28,422 24,357
Interest expense.............................. 4,554 6,486 10,746 10,496 8,666
-------- -------- -------- -------- --------
Income before income taxes & extraordinary
item........................................ 14,679 22,998 12,675 17,926 15,691
Income taxes.................................. 5,888 8,739 4,910 6,935 6,198
-------- -------- -------- -------- --------
Income before extraordinary item.............. 8,791 14,259 7,765 10,991 9,493
-------- -------- -------- -------- --------
Extraordinary item, net of tax................ -- -- -- (342) --
-------- -------- -------- -------- --------
Net income.................................... $8,791 $14,259 $7,765 $10,649 $9,493
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Income per share before extraordinary item $1.14 $1.62 $0.79 $1.00 $0.78
Extraordinary item............................ -- -- -- (0.03) --
-------- -------- -------- -------- --------
Net income per share - Basic.................. -- -- $0.81 $0.99 $0.80
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Net income per share - Diluted................ $1.14 $1.62 $0.79 $0.97 $0.78
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................... $ 60,321 $ 76,201 $100,196 $110,467 $118,612
Total assets.................................. 142,297 222,450 264,970 288,369 340,373
Long-term debt (net of current maturities)
and redeemable preferred stock.............. 57,168 79,336 123,080 90,203 113,410
Stockholders' equity.......................... 49,510 87,002 95,927 145,088 160,951
</TABLE>
8
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock of the Company trades on the Nasdaq National Market,
under the symbol BMHC. The following table sets forth, for the periods
indicated, the high and low closing sales prices of the Common Stock on the
Nasdaq National Market as reported by the National Association of Securities
Dealers, Inc.
<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
Fiscal 1996:
First Quarter.................................. $ 16-1/4 $ 13
Second Quarter................................. 20-1/4 15-1/4
Third Quarter.................................. 17-1/8 12-3/4
Fourth Quarter................................. 13-7/8 11-7/8
Fiscal 1997:
First Quarter.................................. $14-5/16 $11-1/2
Second Quarter................................. 13-7/8 10-3/4
Third Quarter ................................. 13-1/4 11-1/16
Fourth Quarter................................. 13-1/2 10-1/4
Fiscal 1998
First Quarter.................................. $10-5/8 $13-5/8
Second Quarter............................ 14-7/8 11-1/2
Third Quarter (thru August 4, 1998) 14 7/16 11 13/32
</TABLE>
As of July 31, 1998, the Company had 12,641,439 shares outstanding, and
the Company's Common Stock was held by approximately 5,835 stockholders of
record or through nominee or street name accounts with brokers (approximately
200 stockholders of record).
The Company has never paid dividends on its Common Stock, and the Board
of Directors presently intends to continue this policy in order to return
earnings for use in the Company's business. Agreements governing certain of
the Company's indebtedness contain provisions that restrict the Company's
ability to pay dividends.
9
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue two classes of shares, common stock
and preferred stock. As of July 31, 1998, there were approximately 200
stockholders of record of the Company Common Stock.
COMMON STOCK
The number of shares of Common Stock authorized by the Company's
Certificate of Incorporation is 20,000,000, $.001 par value. At July 31,
1998, the Company had issued and outstanding 12,641,439 shares of Common
Stock. All issued and outstanding shares of Common Stock are, and the shares
of Common Stock issuable in connection the offering contemplated by this
Prospectus will be, validly issued, fully paid and non-assessable.
The holders of Common Stock are entitled to one vote for each share held
of record on each matter submitted to a vote of stockholders, and are not
entitled to cumulative voting in the election of directors. Subject to the
preferences applicable to any shares of preferred stock outstanding at the
time, holders of Common Stock are entitled to receive ratably such dividends
as may be declared by the Company's Board of Directors out of funds legally
available therefor and, in the event of the liquidation, dissolution or
winding up of the Company, are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference, if
any, of any outstanding shares of preferred stock. Holders of Common Stock
have no preemptive rights and have no rights to convert their Common Stock
into any other securities and there are no redemption provisions with respect
to such shares.
PREFERRED STOCK
The number of shares of preferred stock authorized by the Company's
Certificate of Incorporation is 2,000,000, at $.001 par value. There are
presently authorized 40,150 shares of Class A Preferred Stock, but no shares
of Class A Preferred Stock are issued and outstanding and the Company has no
plans to issue any in the foreseeable future. There are presently authorized
50,000 shares of Class B Preferred Stock (the "Class B Preferred"), of which
none are outstanding.
The Company has also designated 150,000 shares of preferred stock as
Class C Junior Participating Preferred Stock (the "Class C Preferred"). The
Class C Preferred was designated pursuant to the adoption of the Rights Plan
adopted by the Company in September 1997.
The Company's Board of Directors is authorized, without further action
by the stockholders, to issue, from time to time, additional series of
preferred stock, $.001 par value per share, in one or more series, to fix the
designations, preferences and relative, participating, optional or other
special rights and qualifications or restrictions of the shares of each
series and to determine the voting powers, if any, of such shares. The
Company's Board of Directors, without further stockholder approval, can thus
issue preferred stock with voting and conversion rights that would adversely
affect the voting power and other rights of the holders of Common Stock. The
issuance of preferred stock could decrease the amount of earnings and assets
available for distribution to holders of Common Stock. In addition, the
Company's Board of Directors is authorized to issue and sell shares of
preferred stock to designated persons the impact of which could make it more
difficult for a holder of a substantial block of Common Stock to remove
incumbent directors or otherwise gain control of the Company. As of the date
of this Prospectus, there are no shares of Class C Preferred outstanding.
10
<PAGE>
STOCKHOLDER RIGHTS PLAN
On September 19, 1997 the Company adopted the Rights Plan, pursuant to
which the Company's Board of Directors declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock
to holders of record as of October 2, 1997. All Common Stock issued
thereafter also includes a Right. Each Right entitles the holder to purchase
from the Company one one-hundredth (1/100) of a share of Series C Preferred
at a price of $33.33 per one one-hundredth of a share of Class C Preferred,
subject to adjustment (the "Purchase Price"). Pursuant to the Rights Plan, in
the event of a public announcement that a person or group of affiliated or
associated persons (a "Person") has acquired beneficial ownership of 15% or
more of the outstanding Common Stock (such Person, a "15% Stockholder") or a
tender offer or exchange offer is announced or commenced, except pursuant to
a Permitted Offer (as defined below), the consummation of which would cause
any Person to become a 15% Stockholder, each holder of a Right (other than
such 15% Stockholder) will have the right to receive upon exercise, on and
after the close of business on the tenth business day following the first to
occur of such events (unless in the case of a tender offer or exchange offer
described above, prior to the time such Person becomes a 15% Stockholder, the
Company's Board of Directors sets a later date) (the "Distribution Date"),
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a market value (immediately prior to such
triggering event) equal to two times the Purchase Price. In the event that
any Person becomes a 15% Stockholder, all rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
such 15% Stockholder, or any affiliate or associate thereof, will be null and
void. The Rights Plan further provides that if, on or after the date that a
Person becomes a 15% Stockholder, the Company is acquired in a merger or
other business combination transaction (other than a merger which follows a
Permitted Offer) or 50% or more of its assets or earning power are sold, each
holder of a Right (other than a 15% Stockholder) will have the right to
receive, upon exercise, common stock of the acquiring Company having a market
value of two times the Purchase Price. The Purchase Price payable, and the
number shares of Class C Preferred or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from time to time in
order to prevent dilution.
A tender or exchange offer for all outstanding shares of Common Stock at
a price and/or on terms determined by the Company's Board of Directors (or
approved at a special stockholders meeting called for such purpose), prior to
the purchase, to be adequate and in the best interests of the Company and its
stockholders (other than the acquiring person) is a Permitted Offer under the
Rights Plan. A Permitted Offer does not trigger the exercisability of the
Rights.
The Rights will expire on October 1, 2007, unless earlier redeemed or
exchanged, or unless the expiration date is extended. Prior to expiration,
the Rights may be redeemed by the Company, in whole, but not in part, under
certain circumstances (including after a Person has become a 15% Stockholder,
provided that certain conditions are satisfied) at a price of $.0067 per
Right. The terms of the Rights may be amended under certain circumstances.
At any time after any Person becomes a 15% Stockholder and prior to the
first date thereafter upon which such 15% Stockholder becomes the beneficial
owner of 50% or more of the outstanding Common Stock, the Company may
exchange all or part of the then outstanding Rights for Common Stock, at an
exchange ratio of one share of Common Stock for one one-hundredth of a share
of Class C Preferred (or a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges) per
Right (subject to adjustment). Until a Right is exercised, the holder thereof
has no rights as a stockholder of the Company solely by virtue of the
ownership of such Right.
11
<PAGE>
Upon the close of business on a Distribution Date, the Rights will be
traded independently of the Common Stock, and each Right, except those held
by the 15% Stockholder (which will be void), will entitle the holder thereof
to acquire, upon payment of the exercise price, a fraction of a share of
Series C Preferred of the Company. The shares of Class C Preferred
purchasable upon exercise of the Rights will not be redeemable. Each share of
Class C Preferred will be entitled to a minimum preferential quarterly
dividend payment of $l per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per share of Common Stock. In the
event of liquidation, the holders of shares of Class C Preferred will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment made per
share of Common Stock. Each share of Class C Preferred will have 100 votes,
voting together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Class C Preferred will be entitled to receive 100
times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions. Because of the nature of the
Class C Preferred's dividend, liquidation and voting right, the value of
one-hundredth interest in a Class C Preferred share purchasable upon exercise
of each Right should approximate the value of one share of Common Stock.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to the person or group that attempts to acquire the
Company unless the offer is conditioned on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offerer willing to make an offer at an equitable price and that is otherwise
in the best interests of the Company and its stockholders, as determined by
the Company's Board of Directors. The Rights should not interfere with any
merger or other business combination approved by the Company's Board of
Directors, since the Board of Directors may redeem the rights at a price of
$.0067 per Right under certain circumstances.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.
12
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
The shares of the Common Stock covered by this Prospectus consist of
2,000,000 shares (the "Shares") which may be issued or delivered from time to
time in connection with future business combinations, mergers and/or
acquisitions. The consideration for such combinations, acquisitions and
mergers may consist of cash, assumption of liabilities, evidences of debt,
Common Stock or a combination thereof. In general, the terms of such
combinations, acquisitions and mergers will be determined by direct
negotiations between representatives of the Company and the owners or
principal executives of the companies or other entities to be so combined,
acquired or merged or the assets of which are to be acquired, and the factors
taken into account will include, among other things, the established quality
of management, earning power, cash flow, growth potential, facilities and
locations of the companies or other entities to be acquired or merged, and
the market value of the Common Stock. It is anticipated that the shares of
the Common Stock issued or delivered in connection therewith will be valued
at a price reasonably related to the market value of the Common Stock either
at the time the terms of the combination, acquisition or merger are
tentatively agreed upon, or at or about the time or times such shares are
issued or delivered.
Persons who directly or indirectly control, are controlled by, or are
under common control with, companies or other entities which are acquired by
or merged or combined with the Company may be deemed to be engaged in a
distribution of securities, and therefore underwriters of securities within
the meaning of Section 2(11) of the Securities Act, if such persons offer or
sell any shares of the Common Stock covered by this Prospectus other than in
accordance with the provisions of paragraph (d) of Rule 145 under the
Securities Act or pursuant to an effective registration statement. Rule
145(d) provides that such persons will not be deemed to be underwriters if
(a) among other things, (i) the Company has complied with certain reporting
requirements of the Exchange Act, (ii) the amount of shares sold falls within
certain volume limitations, (iii) such shares are sold only in brokers'
transactions within the meaning of Section 4(4) of the Securities Act or in a
manner otherwise permitted by Rule 144 under the Securities Act, (iv) such
persons do not solicit or arrange for the solicitation of orders to buy such
shares in anticipation of or in connection with the sale thereof, and (v)
such persons do not make any payments in connection with the offer or sale
thereof to any persons other than the brokers executing the orders to sell
such shares; (b) such persons are not affiliates of the Company and have been
the beneficial owners of the Common Stock for at least one year, and the
Company has complied with certain reporting requirements of the Exchange Act;
or (c) such persons are not, and have not been for at least three months,
affiliates of the Company and have been the beneficial owners of the Common
Stock for at least two years.
This Prospectus, as appropriately supplemented or amended, may be used
from time to time by persons who have received from the Company Common Stock
covered by the Registration Statement in acquisitions and who may be entitled
to offer such Common Stock under circumstances requiring the use of a
prospectus (such persons being referred to as "Selling Stockholders");
provided, however, that no Selling Stockholder will be authorized to use this
Prospectus for any offer of such Common Stock without first obtaining the
consent of the Company. The Company may consent to the use of this Prospectus
for a limited period of time by the Selling Stockholders and subject to
limitations and conditions which may be varied by agreement between the
Company and the Selling Stockholders. Resales of such shares may be made on
the Nasdaq National Market or such other exchange on which the Common Stock
may be listed, in the over-the-counter market or in private transactions.
The Company will receive none of the proceeds from any sales by the
Selling Stockholders. Any commissions paid or concessions allowed to any
broker-dealer and, if any broker dealer purchases such
13
<PAGE>
shares as principal, any profits received on the resale of such shares, may
be deemed to be underwriting discounts and commissions under the Securities
Act. Printing, certain legal, filing or similar expenses of this offering
will be paid by the Company. Selling Stockholders will be responsible for all
brokerage fees and commissions and underwriting discounts. The Selling
Stockholders and any broker-dealer through which such shares are sold may be
deemed to be underwriters within the meaning of the Securities Act.
There presently are no arrangements or understandings pertaining to the
distribution of the shares as described herein. Upon the Company being
notified by a Selling Stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution a
supplemented Prospectus will be filed, pursuant to Rule 424(b) under the
Securities Act, setting forth (i) the name of each Selling Stockholder and of
the participating broker-dealers; (ii) the number of shares involved; (iii)
the price at which such shares were sold and (iv) the commissions paid or
discounts or concessions allowed to such broker-dealers, where applicable;
and (v) other facts material to the transaction.
Selling Stockholders may sell the shares being offered hereby from time
to time in transactions (which may involve crosses and block transactions) on
the Nasdaq National Market or such other securities exchange on which the
Company's Common Stock may be listed, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices. Selling Stockholders may sell some or all of the shares in
transactions involving broker-dealers, who may act solely as agent and/or may
acquire shares as principal. Selling Stockholders may also offer shares
pursuant to exemptions from the registration requirements of the Securities
Act, including sales which meet the requirements of Rule 145(d) under the
Securities Act. Selling Stockholders should seek the advice of their own
counsel with respect to the legal requirements for such sales.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers
or other financial institutions may engage in short sales of the Company's
Common Stock in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell the Company's Common
Stock short and redeliver the shares to close out such short positions. The
Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institutions that may then resell
pursuant to this Prospectus. The Selling Stockholders may also pledge Shares
to a broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution may effect sales of the pledged
Shares pursuant to this Prospectus.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not bid for or purchase
shares of Common Stock during a period which commences one business day prior
to such person's participation in the distribution, subject to exceptions for
certain passive market making activities. In addition and without limiting
the foregoing, each Selling Stockholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M which provisions may limit the
timing of purchases and sales of shares of the Company's Common Stock by such
Selling Stockholder.
The Company may agree to indemnify the Selling Stockholders against
certain civil liabilities, including liabilities under the Securities Act,
and the Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
14
<PAGE>
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gibson, Dunn & Crutcher LLP, Palo Alto, California.
EXPERTS
The audited consolidated financial statements and schedule incorporated
by reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
15
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN
CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON HAS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE PURCHASERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH
IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information......................... 2
Incorporation of Certain Information by
Reference................................... 2
The Company................................... 3
Risk Factors.................................. 5
Selected Financial Information................ 8
Price Range of Common Stock and
Dividend Policy............................. 9
Description of Capital Stock.................. 10
Securities Covered by this Prospectus......... 13
Legal Opinion................................. 15
Experts....................................... 15
</TABLE>
2,000,000 SHARES
BUILDING MATERIALS HOLDING
CORPORATION
COMMON STOCK
($.001 PAR VALUE)
--------------------------
PROSPECTUS
--------------------------
AUGUST 7, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law, the
Bylaws of the Company provide: (i) the Registrant is required to indemnify
its directors and officers and may indemnify its other employees and agents,
and persons serving in such capacities in other business enterprises
(including, for example, subsidiaries of the Registrant) at the Registrant's
request, to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary; (ii)
the Registrant is required to advance expenses, as incurred, to such
directors and officers and may advance expenses to such other employees and
agents in connection with defending a proceeding (except that it is not
required to advance expenses to a person against whom the Registrant brings a
claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing violation of law or deriving an improper
personal benefit); (iii) the rights conferred in the Bylaws are not exclusive
and the Registrant is authorized to enter into indemnification agreements
with such directors, officers, employees and agents; (iv) the Registrant may
maintain director and officer liability insurance to extent reasonably
available; and (v) the Registrant may not retroactively amend the Bylaw
provisions in a way that is adverse to such directors, officers, employees
and agents. The Registrant has also entered into an agreement with its
directors and certain of its officers indemnifying them to the fullest extent
permitted by the foregoing. These indemnification provisions, and the
Indemnification Agreements entered into between the Registrant and its
directors and certain of its officers, may be sufficiently broad to permit
indemnification of the Registrants' officers and directors for liabilities
arising under the Securities Act of 1933, as amended.
ITEM 21. EXHIBITS
<TABLE>
<C> <S>
3.1 Articles of Incorporation, dated as of September 19, 1997, (Incorporated
herein by reference to the Company's Form 8-K dated September 23, 1997).
3.2 Bylaws, dated as of September 19, 1997, (Incorporated herein by reference
to the Company's Form 8-K dated September 23, 1997).
4.1 Rights Agreement, dated as of September 19, 1997, between the Company and
American Stock Transfer & Trust (Incorporated herein by reference to the
Company's Form 8-K dated September 23, 1997).
5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of issuance
of Common Stock.
23.1 Consent of Gibson, Dunn & Crutcher LLP is contained in its opinion filed as
Exhibit 5.1.*
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included at page II-4).
</TABLE>
II-1
<PAGE>
- ------------------
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post- effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
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
II-2
<PAGE>
Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired or involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on this 4th day of August, 1998.
BUILDING MATERIALS HOLDING CORPORATION
By: /s/ Robert E. Mellor
------------------------------
Robert E. Mellor
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Mellor and Ellis C. Goebel, and each
of them, as his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he or she might or could do in person, lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Mellor President and Chief Executive Officer August 4, 1998
- ---------------------------------------- (Principal Executive Officer) and
Robert E. Mellor Director
/s/ Ellis C. Goebel Senior Vice President, Finance and August 4, 1998
- ---------------------------------------- Treasurer (Principal Financial
Ellis C. Goebel Officer)
/s/ Donald S. Hendrickson Director August 4, 1998
- ----------------------------------------
Donald S. Hendrickson
/s/ Robert V. Hansberger Director August 4, 1998
- ----------------------------------------
Robert V. Hansberger
/s/ Alec F. Beck Director August 4, 1998
- ----------------------------------------
Alec F. Beck
/s/ George E. McCown Director August 4, 1998
- ----------------------------------------
George E. McCown
II-4
<PAGE>
/s/ H. James Brown Director August 4, 1998
- ----------------------------------------
H. James Brown
/s/ Wilbur J. Fix Director August 4, 1998
- ----------------------------------------
Wilbur J. Fix
/s/ Guy O. Mabry Director August 4, 1998
- ----------------------------------------
Guy O. Mabry
/s/ Peter S. O'Neill Director August 4, 1998
- ----------------------------------------
Peter S. O'Neill
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
<S> <C> <C>
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney (included at page II-4).
</TABLE>
- -----------------
II-6
<PAGE>
[LETTERHEAD]
July 30, 1998
(415) 393-8200 C 08299-00009
Building Materials Holding Corporation
One Market Plaza
Steuart Tower #2650
San Francisco, California 94105
Re: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as counsel to Building Materials Holding Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of
the Company's Registration Statement on Form S-4 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), for
the registration of the sale by the Company from time to time of up to
2,000,000 shares of Common Stock, par value $.001 per share, of the Company
(the "Shares").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have made such inquiries as we
have deemed appropriate for the purpose of rendering this opinion.
We have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of such
copied documents. In addition, we have assumed that the number of Shares to
be offered and sold under the Registration Statement will not exceed the
number of shares thereof authorized in the Company's Certificate of
Incorporation, less the number of shares thereof authorized and reserved for
issuance and issued and outstanding on the date on which the Shares are
authorized, issued and delivered.
<PAGE>
Building Materials Holding Corporation
July 30, 1998
Page 2
On the basis of and in reliance upon the foregoing examination,
inquiries and assumptions, and such other matters of fact and upon the
examination of such other questions of law as we deem appropriate, and
subject to the assumptions, exceptions, qualifications and limitations
contained herein, we are of the opinion that upon adoption by the Board of
Directors of the Company of resolutions in form and content as required by
applicable law, and upon issuance and delivery of and payment for Shares in
the manner contemplated by the Registration Statement and/or any applicable
Prospectus Supplement and by such resolutions, such Shares will be validly
issued, fully paid and nonassessable.
The opinion set forth above is subject to the following assumptions,
qualifications, limitations and exceptions being true and correct at or prior
to the time of the delivery of any of the Shares:
(a) the Board of Directors shall have duly authorized the issuance and
sale of such Shares and such authorization shall not have been modified or
rescinded; and
(b) the Registration Statement shall have been declared effective and
such effectiveness shall not have been terminated or rescinded.
The Company is a Delaware corporation. We are not admitted to practice
in Delaware. However, we are generally familiar with the Delaware General
Corporation Law and have made such review thereof as we consider necessary
for the purpose of this opinion. Subject to the foregoing, this opinion is
limited to Delaware and federal law.
This opinion may not be quoted in whole or in part without the prior
written consent of this Firm.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement and to the reference to our firm under the
heading "Legal Matters" contained in the Prospectus that is a part thereof.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the General
Rules and Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER
GIBSON, DUNN & CRUTCHER LLP
LC/PLW
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 3,
1998 included and incorporated by reference in Building Materials Holding
Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boise, Idaho
August 10, 1998
