[As filed via EDGAR System on May 15, 2000]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Amendment No. 3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CAMERON ASHLEY BUILDING PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
133290106
(CUSIP Number)
Bradco Supply Corporation Barry Segal
13 Production Way c/o Bradco Supply Corporation
P.O. Box 67 13 Production Way
Avenel, New Jersey 07001 P.O. Box 67
Phone: (732) 382-3400 Avenel, New Jersey 07001
Phone: (732) 382-3400
(Name, address and telephone number of person
authorized to receive notices and communications)
- with a copy to -
Stanley U. North, III, Esq.
Sills, Cummis, Radin, Tischman, Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(973) 643-7000
May 12, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b) (3) or (4), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
Page 1 of 8
<PAGE>
CUSIP No. 133290106 SCHEDULE 13D Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bradco Supply Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,400
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,400
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.016%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 133290106 SCHEDULE 13D Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Segal
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
438,400
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 438,400
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Bradco Supply Corporation, a New Jersey corporation ("Bradco") and Barry
Segal, an individual ("Segal" and together with Bradco, collectively the
"Reporting Persons") hereby amend the statement on Schedule 13D originally filed
jointly by the Reporting Persons on February 10, 2000 as amended by Amendment
No. 1 filed February 16, 2000 and Amendment No. 2 filed February 18, 2000
(collectively, the "Schedule 13D"), with respect to their beneficial ownership
of Common Stock of Cameron Ashley Building Products, Inc. ("Cameron" or the
"Company").
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
Information Regarding Bradco
No change.
Information Regarding Barry Segal
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
This Item is superceded to now read as follows:
The Reporting Persons hold their shares of Cameron Common Stock for
investment purposes.
Subject to all applicable legal requirements and the factors referred to
below, the Reporting Persons presently intend to purchase or sell from time to
time in the open market or privately negotiated transactions additional shares
of Cameron Common Stock. In determining whether to purchase or sell additional
shares of Cameron Common Stock, the Reporting Persons intend to consider various
factors, including Cameron's financial condition, business and prospects, other
developments concerning Cameron, the reaction of Cameron to the Reporting
Persons' ownership of shares of Common Stock, price levels of Cameron Common
Stock, other business opportunities available to the Reporting Persons, and
other general economic, monetary and stock market conditions.
Other than as indicated above, the Reporting Persons do not have any
present plans or proposals which relate to or would result in any of the
following (although the Reporting Persons reserve the right to develop such
plans or proposals): (i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Cameron, or any of its
subsidiaries; (ii) a sale or transfer of a material amount of assets of Cameron
or any of its subsidiaries; (iii) any material change in the present
capitalization or dividend policy of Cameron; (iv) any other material change in
Cameron's business or corporate structure; (v) any other material changes in
Cameron's charter or bylaws or other actions which may impede the acquisition of
the control of Cameron by any persons; (vi) causing a class of securities of
Cameron to be delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association; (vii) a
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<PAGE>
class of equity securities of Cameron becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (viii) any
actions similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Segal is the direct beneficial owner of 438,400 shares of Cameron
Common Stock, representing approximately 4.97% of the outstanding Cameron Common
Stock (based on the 8,817,405 shares of Cameron Common Stock reported to be
outstanding as of April 28, 2000). In addition, by virtue of his position as a
majority shareholder of Bradco and Bradco's chief executive officer, Segal may
be deemed to be the indirect beneficial owner of the 1,400 shares of Cameron
Common Stock owned by Bradco, representing approximately .016% of the
outstanding Cameron Common Stock. Therefore, Segal may be deemed the beneficial
owner of 439,800 shares of Cameron Common Stock representing approximately
4.988% of the outstanding Cameron Common Stock.
(b) Segal has the sole power to vote or direct the vote and the sole power
to dispose of, or to direct the disposition of, the Cameron Common Stock owned
by him. Bradco has the sole power to vote or direct the vote and the sole power
to dispose of, or to direct the disposition of, the Cameron Common Stock owned
by it.
(c) Within the last 60 days, the Reporting Persons have effected the
following sales of Cameron Common Stock on the open market.
Transaction Quantity Date Unit Price
- ------------ ----------- ----------- -----------
Sold 1,000 03/14/2000 $14.875
Sold 2,000 03/14/2000 $14.75
Sold 1,000 03/15/2000 $14.625
Sold 1,000 03/15/2000 $14.563
Sold 1,000 03/15/2000 $14.75
Sold 1,000 03/15/2000 $14.938
Sold 1,000 03/15/2000 $14.563
Sold 1,000 03/15/2000 $14.500
Sold 1,000 03/15/2000 $14.875
Sold 1,000 03/16/2000 $14.938
Sold 1,000 03/16/2000 $15.00
Sold 1,200 03/17/2000 $15.125
Sold 1,000 03/17/2000 $15.25
Sold 1,000 03/18/2000 $14.938
Sold 1,000 03/21/2000 $16.478
Sold 2,500 03/21/2000 $16.50
Sold 700 03/28/2000 $17.36
Sold 2,000 03/29/2000 $17.375
Sold 2,000 04/11/2000 $17.688
Sold 2,000 04/12/2000 $17.75
Sold 2,000 04/13/2000 $17.75
Sold 2,000 04/27/2000 $17.188
Sold 5,000 05/01/2000 $18.063
Sold 3,000 05/01/2000 $18.00
Sold 9,000 05/02/2000 $18.063
Sold 19,000 05/03/2000 $18.063
Sold 25,000 05/04/2000 $18.063
Sold 3,000 05/05/2000 $18.125
Sold 3,100 05/10/2000 $18.063
Sold 6,000 05/11/2000 $18.063
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the Cameron Common Stock on or about May 12, 2000 and
accordingly do not expect to amend this Schedule 13D to
Page 5 of 8
<PAGE>
reflect further sales or purchases provided the ownership of the Reporting
Persons in Cameron remains less than five percent (5%).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
No Change.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Statement
Schedule A Executive Officers and Directors of Bradco Supply
Corporation [incorporated by reference to Schedule A of
initial Schedule 13D filed February 10, 2000].
`
Exhibit 1 Bradco Letter dated January 21, 2000 to the Special
Committee of the Board of Directors of the Company.
[Incorporated by reference to Exhibit B of initial Schedule
13D filed February 10, 2000.]
Exhibit 2 Letter from the Special Committee of the Board of Directors
of the Company dated February 11, 2000. [Incorporated by
reference to Exhibit 2 of Schedule 13D Amendment 1 filed
February 16, 2000]
Exhibit 3 Bradco Letter dated February 15, 2000 to the Special
Committee of the Board of Directors of the Company.
[Incorporated by reference to Exhibit 3 of Schedule 13D
Amendment 1filed February 16, 2000]
Page 6 of 8
<PAGE>
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 12, 2000
BRADCO SUPPLY CORPORATION
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Title: Chief Executive Officer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 12, 2000
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Page 7 of 8
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock of Cameron Ashley Building Products, Inc. and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly authorized,
hereby execute this Agreement this 12th day of May, 2000.
BRADCO SUPPLY CORPORATION
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Title: Chief Executive Officer
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Page 8 of 8
