UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Amendment No. 2
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
February 18, 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 7
<PAGE>
SCHEDULE 13D
CUSIP NO. 133290106 Page 2 of 7
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,000
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING None
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,000
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * |X|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- --------------------------------------------------------------------------------
Page 2 of 7
<PAGE>
SCHEDULE 13D
CUSIP NO. 133290106 Page 3 of 7
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 549,400
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING None
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
549,400
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.31%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
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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, (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
The Reporting Persons believe that the prior Cameron management buy-out
offer of $15.10 per share and the current Guardian offer of $17 per share are
both inadequate and below the true fair market value of Cameron.
In a transaction that would provide superior value to Cameron
shareholders, the Reporting Persons attempted to initiate discussions in order
to explore an amicable transaction by which Bradco would purchase approximately
60% of the outstanding shares of Cameron at $16.25/share, merge Bradco's
existing operations into Cameron and then with the help of Cameron management
work to grow the combined companies. Cameron shareholders who maintain their
investment in Cameron would be able to share in the future potential of the
combined companies. Further, by providing Cameron shareholders the option to
continue to hold the stock of the combined entity, Cameron shareholders could
avoid a taxable transaction or alternatively possibly derive capital gain tax
benefits for the appreciation in the value of their individual holdings.
Approximately one month ago Bradco attempted to initiate discussions in
order to explore this transaction with Cameron. Bradco has followed up its
January 21, 2000 correspondence with subsequent letters on January 27, 2000 and
February 15, 2000. Our only response from Cameron has been a brief letter
dismissing Bradco as a viable suitor because Cameron received another offer
which the Reporting Persons do not believe is a better offer. It does not appear
that any meaningful attempt to explore our interest in a transaction that could
serve the best interest of all shareholders will occur. The Reporting Persons
have therefore determined that they have no further current interest in pursuing
the stated transaction with Cameron, and the Reporting Persons now intend to
hold their Cameron shares for investment purposes.
Subject to all applicable legal requirements and the factors referred to
below, the Reporting Persons presently intend to purchase from time to time in
the open market or privately negotiated transactions additional shares of
Cameron Common Stock. In determining whether to purchase 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'
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<PAGE>
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. In addition, depending upon,
among other things, the matters referred to above, the Reporting Persons may
determine to dispose of all or a portion of their shares of Cameron Common Stock
at any time.
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 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
No Change.
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]
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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: February 18, 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: February 18, 2000
By: /s/ Barry Segal
----------------------------
Name: Barry Segal
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<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 as of this 18th day of February, 2000
BRADCO SUPPLY CORPORATION
By: /s/ Barry Segal
-------------------------
Name: Barry Segal
Title: Chief Executive Officer
By: /s/ Barry Segal
-------------------------
Name: Barry Segal
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