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SUPPLEMENT NO. 3 TO PROSPECTUS
DATED OCTOBER 9, 1997
This Prospectus Supplement No. 3 relates to an aggregate of 299,343
shares of Common Stock covered by this Prospectus, which were issued recently
to Intermountain Lumber and Building Supply, Inc. ("Intermountain Lumber") in
connection with the acquisition by the Company of substantially all the
assets of Intermountain Lumber. For the year ended December 31, 1997,
Intermountain Lumber's sales and net income (unaudited) relating to the
operations acquired by the Company were $24 million and $1.5 million. For
the four months ended April 30, 1998, Intermountain Lumber's sales and net
income (unaudited) relating to such operations were $5.46 million and $.115
million, respectively. The book value at April 30, 1998 of Intermountain
Lumber's assets which were acquired by the Company was $9.4 million.
In consideration for the assets acquired, the Company (i) paid to
Intermountain Lumber $6.6 million in cash and (ii) issued an aggregate of
299,343 shares of its Common Stock. The purchase price is subject to
adjustment under certain circumstances. Intermountain Lumber's address is 119
Russell Street, Missoula, Montana. Intermountain Lumber has agreed that,
without the consent of the Company, it will not offer more than 7,000 shares
of Common Stock on any trading day for a period of twenty one (21) trading
days following the closing and it will not offer more than 25,000 shares on
any trading day for the thirty (30) calendar days thereafter. The 299,343
shares issued to Intermountain Lumber represent approximately 2.37% of the
Company's outstanding stock. Intermountain Lumber has advised the Company
that the shares may be offered from time to time as described under
"Securities Covered by this Prospectus."
This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus, including
any amendments or supplements thereto. Capitalized terms used in this
Supplement have the meanings assigned to such terms in the Prospectus.
The date of this Supplement is June 8, 1998.
