SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
CAMERON ASHLEY BUILDING PRODUCTS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
133290106
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(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
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(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 11, 2000
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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 Rule
13d-7(b) for other parties to whom copies are to be sent.
Page 1 of 11 Pages
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CUSIP No. 133290106 SCHEDULE 13D Page 2 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bradco Supply Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7 SOLE VOTING POWER
2,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 133290106 SCHEDULE 13D Page 3 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Segal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
547,400
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 547,400
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.31%
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14 TYPE OF REPORTING PERSON*
IN
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*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, (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
Since last reported, through February 14, 2000, Segal has further directly
purchased approximately 104,500 shares of Cameron Common Stock on the open
market for the aggregate purchase price of approximately $1,602,382. An itemized
breakdown of the daily transactions since February 8, 2000 is more fully set
forth in Item 5 below. The source of funds for the payment by Segal for such
Cameron Common Stock was with borrowed funds obtained from his broker on a
margin basis. These borrowed funds are secured by the securities held by such
broker on Segal's behalf. In addition, Bradco has agreed to provide Segal with
an unsecured line of credit of up to $5 million for general purposes including
the repayment of margin borrowings.
Item 4. Purpose of Transaction
The Reporting Persons believe that the current Cameron management buy-out
offer of $15.10 per share is inadequate and is well below the true market value
of this stock.
In a transaction that would provide superior value to Cameron
shareholders, the Reporting Persons are seeking to 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.
The Reporting Persons are interested in pursuing the foregoing
transaction, preferably on an amicable basis, and Bradco has attempted to
initiate discussions with the Special Committee of the Board of Directors of
Cameron to that effect. A recent letter from the Cameron Special Committee
declining to consider Bradco's proposal is annexed hereto as Exhibit 2. Bradco's
response is annexed hereto as Exhibit 3. No meaningful discussions have yet
occurred between the companies.
Page 4 of 11
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The Reporting Persons believe, based on initial discussions with Bradco's
primary lender, that such lender would be willing to consider providing
financing if such an amicable transaction can be accomplished.
Upon consummation of the contemplated Bradco transactions, the shares of
Cameron Common Stock would continue to be authorized to be traded on the New
York Stock Exchange, and the shares of Cameron Common Stock would continue to be
registered under the Securities Exchange Act of 1934.
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' 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 enhance or withdraw its proposals to the Special
Committee or dispose of all or a portion of their shares of Cameron Common
Stock.
The Reporting Persons continue to evaluate the recent Guardian buyout
offer of $17 per share which was announced February 11, 2000.
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
(a) Segal is the direct beneficial owner of 547,400 shares of Cameron
Common Stock, representing approximately 6.29% of the outstanding Cameron Common
Stock (based on the 8,705,367 shares of Cameron Common Stock reported to be
outstanding as of January 14, 2000 in Cameron's Annual Report on Form 10K for
the fiscal year ended October 31, 1999). 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 2,000 shares of Cameron
Common Stock owned by Bradco, representing approximately .02% of the outstanding
Cameron Common Stock. Therefore, Segal may be deemed the beneficial owner of
549,400 shares of Cameron Common Stock representing approximately 6.31% 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) Since February 7, Segal has effected the following purchase and sales
of Cameron Common Stock on the open market.
Transaction Quantity Date Unit Price
- ----------- -------- ---- ----------
Bought 12,300 02/08/2000 $14.50
Bought 900 02/08/2000 $14.438
Bought 100 02/08/2000 $14.375
Page 5 of 11
<PAGE>
Transaction Quantity Date Unit Price
- ----------- -------- ---- ----------
Bought 10,600 02/09/2000 $14.50
Bought 1,200 02/09/2000 $14.438
Bought 9,000 02/09/2000 $14.563
Bought 16,000 02/10/2000 $14.50
Bought 2,000 02/10/2000 $14.438
Bought 2,000 02/10/2000 $14.375
Bought 2,000 02/10/2000 $14.313
Bought 12,800 02/11/2000 $16.375
Bought 9,000 02/11/2000 $16.250
Sold <1,000> 02/11/2000 $16.250
Bought 2,200 02/11/2000 $16.313
Bought 6,000 02/11/2000 $16.125
Bought 4,000 02/14/2000 $16.438
Bought 6,000 02/14/2000 $16.375
Bought 5,000 02/14/2000 $16.313
Bought 4,000 02/14/2000 $16.250
Bought 400 02/14/2000 $16.125
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None of the Reporting Persons (or other persons listed in Item 2 of the
Schedule 13D) have entered into any contracts, arrangements, understandings or
relationships (legal or otherwise) with such persons and any person with respect
to any securities of Cameron, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships have been entered into.
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.
Exhibit 3 Bradco Letter dated February 15, 2000 to the Special
Committee of the Board of Directors of the Company.
Page 6 of 11
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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 15, 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 15, 2000
By: /s/ Barry Segal
------------------------------------
Name: Barry Segal
Page 7 of 11
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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 9th 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
Page 8 of 11
<PAGE>
Exhibit 2 to Schedule 13D Amendment No. 1
filed on behalf of
Bradco Supply Corporation
February 11, 2000
Via Facsimile: 732-382-6577
Mr. Barry Segal
Bradco Supply Corp.
13 Production Way
P.O. Box 87
Avenel, New Jersey 07001-0067
Re: Cameron Ashley Building Products, Inc.
Dear Mr. Segal:
The Special Committee of the Board of Directors of Cameron Ashley Building
Products, Inc. has received your letters dated January 21, 2000 and January 27,
2000 and is also aware of the Schedule 13D you recently filed. As you have
probably seen by now, Cameron Ashley announced today the receipt of a proposal
from Guardian Industries Corp. to acquire 100% of the outstanding shares of
Cameron Ashley common stock at $17.00 per share. The Special Committee is
currently considering the Guardian proposal and, in light of its superior terms,
does not believe further consideration of your proposal is warranted at the
present time.
Sincerely,
Lawrence P. Klamon
cc: Veronica Biggins
Ronald R. Ross
CBP Holdings, Inc. (c/o Bart McLean; Fax: (404) 816-3258)
Page 9 of 11
<PAGE>
Exhibit 3 to Schedule 13D Amendment No. 1
filed on behalf of
Bradco Supply Corporation
[Bradco Supply Corporation Letterhead]
VIA FACSIMILE: 404-352-9987
February 15, 2000
Mr. Lawrence P. Klamon
2665 Dellwood Drive, N.W.
Atlanta, GA 30305-3519
Dear Larry:
I was a little surprised at your February 11 response. Obviously, we didn't know
of Guardian's proposal at the time of our offer. Many of your employees and
shareholders might feel differently for the following reasons:
1) Our goal would be to keep the company public. People with options and
warrants would have the opportunity for greater profits.
2) By keeping the company public, people with profits might not incur tax
liabilities or have the opportunity for capital gains.
3) Our fourth quarter (which corresponds to your first quarter) was
excellent.
4) If we knew the degree of cooperation with management, our offer has the
potential to be significantly higher because:
a) In 2-3 years, Bradco will need a new computer systems. If Bradco
could be added to Cameron's system, the savings could be in the $15
million area further strengthening the two companies.
b) The reason any of these offers seem to be attractive is, for some
unknown reason, the Cameron stock price has been extremely low.
Companies traditionally go at much higher multiples, especially for
control.
c) If management would spend the time to explore the various options,
they might find that the sum of the parts might have more value than
the whole.
The following are also possible:
1) Guardian could take the Canadian operations.
2) Ashley seemed like the cash cow of the operation and Bradco would be happy
to hold it or possibly sell it off if it was attractive to the
shareholders.
Page 10 of 11
<PAGE>
We strongly feel that the board has an obligation to explore every offer
in detail and give it fair treatment and not to just disregard ours as per
your February 11 response. Such disregard is not fair to all the
shareholders, and an auction is beneficial to the shareholders. Evidently,
your management may have met with Guardian, but we should not be dismissed
so lightly.
Sincerely,
Barry Segal
BS/dmd
cc: Guy Kerr, Esq. (FAX) 214-740-8800
Richard Cravey (FAX) 404-816-3258
Ronald Ross (FAX) 214-860-5148
Page 11 of 11
