CITIGROUP INC
SC 13D/A, 2000-03-31
NATIONAL COMMERCIAL BANKS
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<PAGE>   1

                                                                 [DRAFT 3/27/00]

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*

                     CAMERON ASHLEY BUILDING PRODUCTS, INC.
                                (Name of Issuer)

       COMMON STOCK (INCLUDING ASSOCIATED PREFERRED STOCK PURCHASE RIGHT)
                         (Title of Class of Securities)

                                    13329010
                                 (CUSIP Number)

                                  LANCE C. BALK
                                KIRKLAND & ELLIS
                              153 EAST 53RD STREET
                               NEW YORK, NY 10022
                                 (212) 446-4940
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)

                                 March 20, 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(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 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                                  Page 1 of 20

<PAGE>   2


- -------------------------------
CUSIP NO. 13329010
- -------------------------------

<TABLE>
<S>                 <C>                                                                                           <C>
- --------------------------------------------------------------------------------------------------------------------------
   1  NAMES OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      CITICORP VENTURE CAPITAL LTD.
- --------------------------------------------------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a) [ ]
                                                                                                                  (b)  X
- --------------------------------------------------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*

      BK, 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 YORK
- --------------------------------------------------------------------------------------------------------------------------
                    7             SOLE VOTING POWER

  NUMBER OF                       0 (SEE ITEM 5.)
   SHARES          -------------------------------------------------------------------------------------------------------
BENEFICIALLY        8             SHARED VOTING POWER
  OWNED BY
    EACH                          0 (SEE ITEM 5.)
 REPORTING
  PERSON           -------------------------------------------------------------------------------------------------------
   WITH             9             SOLE DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
                   -------------------------------------------------------------------------------------------------------
                    10            SHARED DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                        [ ]

- --------------------------------------------------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      0% (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      CO
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                  Page 2 of 20

<PAGE>   3



- -------------------------------
CUSIP NO. 13329010
- -------------------------------


<TABLE>
<S>                 <C>                                                                                           <C>
- --------------------------------------------------------------------------------------------------------------------------
   1  NAMES OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      CITIBANK, N.A.
- --------------------------------------------------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a) [ ]
                                                                                                                  (b)  X
- --------------------------------------------------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*

      BK, 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

      DELAWARE
- --------------------------------------------------------------------------------------------------------------------------
                    7             SOLE VOTING POWER

  NUMBER OF                       0 (SEE ITEM 5.)
   SHARES          -------------------------------------------------------------------------------------------------------
BENEFICIALLY        8             SHARED VOTING POWER
  OWNED BY
    EACH                          0 (SEE ITEM 5.)
 REPORTING
  PERSON           -------------------------------------------------------------------------------------------------------
   WITH             9             SOLE DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
                   -------------------------------------------------------------------------------------------------------
                    10            SHARED DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                        [ ]

- --------------------------------------------------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      0% (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      BK
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                  Page 3 of 20

<PAGE>   4


- -------------------------------
CUSIP NO. 13329010
- -------------------------------


<TABLE>
<S>                 <C>                                                                                           <C>
- --------------------------------------------------------------------------------------------------------------------------
   1  NAMES OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      CITICORP
- --------------------------------------------------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a) [ ]
                                                                                                                  (b)  X
- --------------------------------------------------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*

      BK, 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

      DELAWARE
- --------------------------------------------------------------------------------------------------------------------------
                    7             SOLE VOTING POWER

  NUMBER OF                       0 (SEE ITEM 5.)
   SHARES          -------------------------------------------------------------------------------------------------------
BENEFICIALLY        8             SHARED VOTING POWER
  OWNED BY
    EACH                          0 (SEE ITEM 5.)
 REPORTING
  PERSON           -------------------------------------------------------------------------------------------------------
   WITH             9             SOLE DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
                   -------------------------------------------------------------------------------------------------------
                    10            SHARED DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                        [ ]

- --------------------------------------------------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      0% (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------

  14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      HC
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                  Page 4 of 20

<PAGE>   5


- -------------------------------
CUSIP NO. 13329010
- -------------------------------


<TABLE>
<S>                 <C>                                                                                           <C>
- --------------------------------------------------------------------------------------------------------------------------
   1  NAMES OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      CITIGROUP INC.
- --------------------------------------------------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a) [ ]
                                                                                                                  (b)  X
- --------------------------------------------------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*

      BK, 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

      DELAWARE
- --------------------------------------------------------------------------------------------------------------------------
                    7             SOLE VOTING POWER

  NUMBER OF                       0 (SEE ITEM 5.)
   SHARES          -------------------------------------------------------------------------------------------------------
BENEFICIALLY        8             SHARED VOTING POWER
  OWNED BY
    EACH                          0 (SEE ITEM 5.)
 REPORTING
  PERSON           -------------------------------------------------------------------------------------------------------
   WITH             9             SOLE DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
                   -------------------------------------------------------------------------------------------------------
                    10            SHARED DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                        [ ]

- --------------------------------------------------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      0% (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------

  14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      HC
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                  Page 5 of 20

<PAGE>   6


- -------------------------------
CUSIP NO. 13329010
- -------------------------------


<TABLE>
<S>                 <C>                                                                                           <C>
- --------------------------------------------------------------------------------------------------------------------------
   1  NAMES OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      CITIGROUP HOLDINGS COMPANY
- --------------------------------------------------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a) [ ]
                                                                                                                  (b)  X
- --------------------------------------------------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*

      BK, 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

      DELAWARE
- --------------------------------------------------------------------------------------------------------------------------
                    7             SOLE VOTING POWER

  NUMBER OF                       0 (SEE ITEM 5.)
   SHARES          -------------------------------------------------------------------------------------------------------
BENEFICIALLY        8             SHARED VOTING POWER
  OWNED BY
    EACH                          0 (SEE ITEM 5.)
 REPORTING
  PERSON           -------------------------------------------------------------------------------------------------------
   WITH             9             SOLE DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
                   -------------------------------------------------------------------------------------------------------
                    10            SHARED DISPOSITIVE POWER

                                  0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      0 (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                        [ ]

- --------------------------------------------------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      0% (SEE ITEM 5.)
- --------------------------------------------------------------------------------------------------------------------------

  14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      HC
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                  Page 6 of 20

<PAGE>   7



This Amendment No. 1 to Schedule 13D (this "Amendment") amends the statement on
Schedule 13D (the "Schedule 13D") with respect to the common stock and the
associated preferred stock purchase rights of Cameron Ashley Building Products,
Inc., filed on January 28, 2000, by (1) Citicorp Venture Capital, Ltd., (2)
Citibank, N.A., (3) Citicorp, and (4) Citigroup Inc. Capitalized terms used and
not defined in this Amendment have the meanings given to such terms in the
Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        Item 3 is amended by appending the following to the end of the
disclosure in Item 3:

        CBP Holdings plans to obtain additional funds to consummate the
transaction described in Item 4 from a senior preferred equity investment by OC
Investor or its affiliate ("OC Investor") pursuant to a commitment letter dated
March 13, 2000, and a second letter dated March 13, 2000, in each case from OC
Investor to Cameron Ashley (collectively, the "OC Investor Commitment"). The OC
Investor Commitment provides that if CBP Holdings increases its offer price for
Cameron Ashley above the proposed offering price of Guardian Industries Corp.,
then OC Investor will provide CBP Holdings with $30 million in unsecured
financing in the form of non-voting senior preferred stock of CBP Holdings,
subject to satisfaction of the conditions precedent contained in the merger
agreement that is described in Item 4 and the execution of a mutually acceptable
supply agreement with Cameron Ashley.

        The OC Investor Commitment provides, among other things, (1) that the
preferred stock will have a 7.5% cumulative annual dividend, payable in-kind on
a semi-annual basis, (2) that the preferred stock will be senior to all other
equity securities of CBP Holdings, but junior to the Junior Facility, (3) that
the preferred stock will mature in nine years, (4) that CBP Holdings may redeem
the preferred stock at any time without penalty, but must redeem the preferred
stock upon a change in control of CBP Holdings, (5) that CBP Holdings or OC
Investor may require that the preferred stock be exchanged for subordinated
notes with the same features, and (6) that the investment by OC Investor will be
subject to certain other customary financial and other covenants.

        This description of the OC Investor Commitment is summary in nature, not
intended to be a complete description thereof and qualified in its entirety by
reference to the full text of the OC Investor Commitment, which is filed as an
exhibit hereto and incorporated by reference herein.

ITEM 4. PURPOSE OF TRANSACTION

        Item 4 is amended by appending the following to the end of the Item 4
disclosure:

        On March 20, 2000, by letter to the Special Committee of the Board of
Directors of Cameron Ashley (the "Offer Letter"), CBP Holdings offered to
increase the purchase price to be paid by CBP Holdings from $15.10 to $18.25 per
share. The Offer Letter provides that the offer made therein expires at 5:00
p.m. (eastern time) on Monday, March 27, 2000. CBP Holdings attached a proposed
amendment to the Merger Agreement (the "First Amendment to Merger Agreement").

        If the First Amendment to Merger Agreement is executed by Cameron
Ashley, the total consideration to be paid by CBP Holdings for Cameron Ashley,
including cash to be paid in exchange for outstanding Shares and in exchange for
the cancellation of outstanding options and warrants and including the
refinancing and assumption of debt of Cameron Ashley and its subsidiaries, will
be approximately $348 million. In addition, if Cameron Ashley accepts the First
Amendment to Merger Agreement:

        -     Upon consummation of the merger, each outstanding stock option to
              purchase Shares granted under any stock option plan, compensation
              plan or arrangement of Cameron Ashley or outstanding warrant to
              purchase Shares will be canceled, and the holder thereof will be
              paid by Cameron Ashley for each such option or warrant an amount
              equal to the product of (i) the excess of $18.25, rather than
              $15.10, over the applicable exercise price per Share and (ii) the
              number of Shares such holder could have purchased pursuant to such
              option or warrant immediately prior to the effective time of the
              merger.



                                  Page 7 of 20


<PAGE>   8

        -     Upon consummation of the merger, each outstanding share of Common
              Stock, together with the associated preferred stock purchase
              rights issued pursuant to that certain Rights Agreement, dated
              August 19, 1997, as amended, between Cameron Ashley and SunTrust
              Bank, Atlanta, other than Shares held by CBP Holdings, will be
              canceled and converted into the right to receive $18.25, rather
              than $15.10, in cash.

        -     The date after which a party to the Merger Agreement may terminate
              the Merger Agreement would be extended from June 30, 2000, to July
              31, 2000, if the Effective Time (as defined in the Merger
              Agreement) does not occur by then.

        References to, and descriptions of, the First Amendment to Merger
Agreement and the Offer Letter as set forth in this Item 4 are qualified in
their entirety by reference to the copies of the First Amendment to Merger
Agreement and the Offer Letter included as exhibits to this Schedule 13D and
incorporated herein.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

        Item 6 is amended in its entirety to read as follows:

        The information set forth in Items 2 through 5, inclusive, is hereby
incorporated herein by reference. Copies of the Merger Agreement, the First
Amendment to Merger Agreement, the Offer Letter, the Investment Letter, the
Fleet Commitment Letter, the Whitney Commitment Letter and the OC Investor
Commitment are included as exhibits to this Schedule 13D and incorporated herein
by reference. To the best of the Reporting Persons' knowledge, except as
described in this Schedule 13D, there are at present no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between any such persons and any person with respect to any
securities of Cameron Ashley.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

        Item 7 is hereby amended by appending the following to the end of the
disclosure in Item 7:

        (f) Commitment Letter dated March 13, 2000, from OC Investor to CBP
Holdings, Inc., including Letter dated March 13, 2000, from OC Investor to CBP
Holdings, Inc.

        (g) Letter dated March 20, 2000, from CBP Holdings, Inc. to Special
Committee of the Board of Directors of Cameron Ashley Building Products, Inc.

        (h) (Proposed) Amendment No. 1 to Agreement and Plan of Merger dated
January 17, 2000, among Cameron Ashley Building Products, Inc., CBP Holdings,
Inc. and CBP Acquisition Corp.



                                  Page 8 of 20


<PAGE>   9

                                    SIGNATURE

        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:  March __, 2000



                                 CITICORP VENTURE CAPITAL, LTD.


                                 By: /s/ David F. Thomas
                                    ---------------------------------------
                                 Name:   David F. Thomas
                                 Title:  Vice President and Managing Director


                                 CITIBANK, N.A.


                                 By: /s/ Glenn S. Gray
                                    ---------------------------------------
                                 Name:   Glenn S. Gray
                                 Title:  Vice President & Assistant Secretary


                                 CITICORP


                                 By: /s/ Glenn S. Gray
                                    ---------------------------------------
                                 Name:   Glenn S. Gray
                                 Title:  Assistant Secretary


                                 CITIGROUP HOLDINGS COMPANY


                                 By: /s/ Kenneth S. Cohen
                                    ---------------------------------------
                                 Name:   Kenneth S. Cohen
                                 Title:  Assistant Secretary


                                 CITIGROUP INC.


                                 By: /s/ Glenn S. Gray
                                    ---------------------------------------
                                 Name:   Glenn S. Gray
                                 Title:  Assistant Secretary



                                  Page 9 of 20


<PAGE>   1



                                                                    Exhibit 7(f)

OWENS CORNING WORLD HEADQUARTERS
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO 43659
413.248.8000

                                                            [OWENS CORNING LOGO]

March 13, 2000

CBP Holdings, Inc.
c/o CGW Southeast Partners IV, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, GA 30305
Attention: Bart A.  McLean
           President

Gentlemen:

              1. Commitment. This letter (the "Letter Agreement") will confirm
the commitment of Owens Corning, a Delaware corporation ("OC"), to provide $30.0
million of senior preferred equity financing (the "Financing") to CBP Holdings,
Inc., a Georgia corporation, (the "Company"), on terms and conditions
substantially as set forth on Exhibit A hereto, and subject to the terms and
conditions set forth herein. The proceeds to the Company from the Financing may
be used as part of the total financing to acquire 100% of the outstanding
capital stock (the "Transaction") of Cameron Ashley Building Products, Inc., a
Georgia corporation ("Cameron Ashley"), pursuant to the terms and conditions of
the Agreement and Plan of Merger, dated as of January 17, 2000, by and among the
Company, CBP Acquisition Corp., and certain other parties thereto (the "Merger
Agreement").

              2. Conditions. Our commitment to provide the Financing hereunder
is subject to (i) the satisfaction or waiver of all conditions precedent to the
Transaction contained in the Merger Agreement; and (ii) the execution by OC and
Cameron Ashley of a mutually-acceptable Supply Agreement (collectively, the
"Conditions").

              3. Termination. This Financing commitment will be effective upon
the Company's acceptance of the terms and conditions of this Letter Agreement
and will expire, unless otherwise waived by OC in its sole discretion, as of the
earlier to occur of (a) the date that is six (6) months from the date hereof or
(b) the termination of the Merger Agreement pursuant to the terms and conditions
of Section 7.1 thereof.

              4. Governing Law. This Letter Agreement shall be governed by and
construed in accordance with the internal laws of the state of New York
(excluding the provisions of such laws regarding conflicts of law).

              5.     Assignment, Amendment and Waiver. Neither this Letter
Agreement nor any of the rights, interests or obligations hereunder may be
assigned by OC or the Company without the prior written consent of the other.
Any provision of this Letter Agreement may be amended only with the prior
written consent of OC and the Company. Any provision of this Letter Agreement
for the benefit of a party hereto may be waived by such party (either generally
or in particular and either retroactively or prospectively), only by a written
instrument signed by the party waiving compliance.


                                  Page 10 of 20

<PAGE>   2



              6. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or numbers as set forth below. Notices shall be effective only upon
annual receipt. Notices to the Company shall be addressed to:

                         CBP Holdings, Inc.
                         c/o CGW Southeast Partners IV, L.P.
                         Twelve Piedmont Center, Suite 210
                         Atlanta, GA 30305
                         Attn:   Bart A. McLean
                                 President
                         Fax:    (404) 816-3258

with a copy (which shall not constitute notice to the Company) to:

                         Citicorp Venture Capital, Ltd.
                         399 Park Avenue, 14th Floor
                         New York, NY 10043
                         Attn:   David F. Thomas
                                 Michael Bradley
                         Fax:    (212) 888-2940

and

                         Kirkland & Ellis
                         153 East 53rd Street
                         New York, NY 10022
                         Attn:   Kirk A. Radke
                         Fax:    (212) 446-4900

and

                         Alston & Bird LLP
                         One Atlantic Center
                         1201 West Peachtree Street
                         Atlanta, GA 30309-3424
                         Attn:   Teri McMahon
                         Fax:    (404) 881-7777

or at such other address and to the attention of such other person as the
Company may designate by written notice to OC. Notices to OC shall be addressed
to:

                         Owens Corning
                         One Owens Corning Parkway
                         Toledo, OH 43659
                         Attn:   Domenico Cecere
                         Fax:    (419) 248-8445

or at such other address and to the attention of such other person as OC may
designate by written notice to the Company.


                                  Page 11 of 20

<PAGE>   3



              7. Complete Agreement. This Letter Agreement and the other
documents and writings referred to herein or delivered pursuant hereto contain
the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof
and thereof.

              8. No Third Party Beneficiaries. This Letter Agreement is not
intended and shall not be deemed to confer any benefit upon any person or entity
other than the parties hereto.

              9. Headings. The headings contained in this Letter Agreement are
for references only and shall not affect in any way the meaning or
interpretation of this Letter Agreement.

              10. Confidentiality. Neither the Company nor OC nor any of their
respective representatives or affiliates shall disclose to any third party the
terms or existence of this agreement without the written consent of the other,
except as otherwise required by law.


Very truly yours,

OWENS CORNING

By: /s/ Domenico Cecere
        ---------------
        Domenico Cecere
        President, BMSB


AGREED AND ACCEPTED:

CBP HOLDINGS, INC.

By: /s/ Bart A. McLean
        --------------
        Bart A. McLean
        President


                                  Page 12 of 20

<PAGE>   4




                                    EXHIBIT A

                               CBP HOLDINGS, INC.

                     PROPOSED TERMS - SENIOR PREFERRED STOCK


Issuer:                       CBP Holdings, Inc., a Georgia corporation.

Purchaser                     Owens Coming, a Delaware corporation.

Principal Amount:             $30.0 million.

Dividend Rate:                7.5% cumulative dividends, payable in kind on a
                              semi-annual basis.

Maturity:                     9 years.

Rank:                         The Senior Preferred Stock will, with respect to
                              dividend distributions and distributions upon
                              liquidation, winding-up and dissolution of the
                              Issuer, rank (i) junior to the subordinated
                              indebtedness of J.H. Whitney & Co. and (ii) senior
                              to all other classes or series of the Issuer's
                              equity securities.

Security:                     Unsecured.

Redemptions:

        Mandatory:            Mandatorily redeemable, at face value, plus
                              accrued dividends, upon a change of control of the
                              Issuer.

        Optional:             Optionally redeemable by the Issuer at any time,
                              in whole or in part, without premium or penalty,
                              or face value plus accrued dividends.

Exchange:                     The Issuer may, at its option and at any time, or
                              shall upon demand from Purchaser, exchange all or
                              any portion of the Senior Preferred Stock into
                              subordinated notes containing the same features of
                              the Senior Preferred Stock.

Covenants:                    The Issuer shall be subject to normal and
                              customary restrictions regarding (i) change of
                              control, (ii) junior payments, and (iii) affiliate
                              transactions.

Transfer Restrictions:        The Senior Preferred Stock shall be
                              non-transferable, except for transfers made by the
                              Purchaser to its affiliates.

Information                   Rights: The Purchaser shall be entitled to receive
                              audited annual financial statements of the Issuer
                              and, to the extent desired, monthly and/or
                              quarterly unaudited financial statements of the
                              Issuer.

Supply Agreements:            The Issuer shall execute a Supply Agreement with
                              the Purchaser, substantially in the form attached
                              hereto as Exhibit B.

Registration Rights:          None.

Board Representation:         None.

Voting Rights:                None, except as otherwise required by law.



                                  Page 13 of 20

<PAGE>   5



                                                            [OWENS CORNING LOGO]


OWENS CORNING WORLD HEADQUARTERS
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO 43659
413.248.8000

                                                 March 13, 2000

CBP Holdings, Inc.
c/o CGW Southeast Partners IV, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, GA 30305
Attention:    Bart A.  McLean
              President

Gentlemen:

              This letter is to clarify our mutual understanding regarding Owens
Corning's commitment to provide Financing as set forth in the letter agreement
between OC and the Company dated March 13, 2000 (the "Commitment Letter").
(Capitalized terms used herein and not defined shall have the meanings set forth
in the Commitment Letter.)

              The Company has no obligation to effect the Financing. The intent
of the Commitment Letter is to obligate OC to provide the Financing if, and only
if, the Company decides to increase its offer price for Cameron Ashley above the
proposed purchase price of Guardian Industries. OC acknowledges that (i) the
Company has not yet determined whether to increase its offer price for Cameron
Ashley and (ii) if OC does not provide the Financing, then the Supply Agreement
with Cameron Ashley shall terminate.


                                   Very truly yours,

                                   OWENS CORNING

                                   By: /s/ Stephen K. Krull
                                           ----------------
                                   Name:   Stephen K. Krull
                                   Title:  Vice President and General Counsel
                                           Building Materials Systems Business

AGREED AND ACCEPTED:

CBP HOLDINGS, INC.

By: /s/ Bart A. McLean
        --------------
        Bart A. McLean
        President


                                  Page 14 of 20


<PAGE>   1



                                                                    Exhibit 7(g)

                               CBP Holdings, Inc.
                          12 Piedmont Center, Suite 210
                                Atlanta, GA 30305
                                P: (404) 816-3255
                                F: (404) 816-3258

VIA FAX: (404) 352-9987

March 20, 2000

The Special Committee of the Board of Directors of
Cameron Ashley Building Products, Inc.
c/o Lawrence P. Klamon, Esq.
2665 Dellwood Drive, NW
Atlanta, GA 30305-3519

Dear Larry:

Attached is an amendment to the Merger Agreement previously signed by CBP
Holdings, Inc., CBP Acquisition Corp., and Cameron Ashley Building Products,
Inc. on January 17, 2000. The amendment reflects an increase in the price per
share that we offer to pay for the stock of Cameron Ashley Building Products to
$18.25. We also reconfirm the understanding of all parties that under no
circumstance shall the aggregate amount owed to CBP Holdings, Inc. under
paragraphs (b), (c), and/or (d) of Section 7.3 of the Merger Agreement exceed $5
million. To facilitate our ability to present a higher offer for the stock of
Cameron Ashley Building Products in light of Guardian's $17/share proposal, we
obtained a commitment from Owens Corning to provide $30 million of additional
equity financing.

Our offer to acquire the stock of Cameron Ashley Building Products at this
increased price as reflected in the attached amendment will remain outstanding
until 5:00 pm Monday, March 27, 2000. Please indicate your acceptance of the
revised terms of our offer as reflected in the amendment by signing the attached
amendment and returning it to me prior to such date.

Please let us know if you need any further information.

Sincerely,

CBP HOLDINGS, INC.

By: /s/ Bart A. McLean
        --------------
        Bart A. McLean
        President


                                  Page 15 of 20


<PAGE>   1



                                                                    Exhibit 7(h)


                               AMENDMENT NO. 1 TO

                          AGREEMENT AND PLAN OF MERGER

                           DATED AS OF MARCH 20, 2000

                                  BY AND AMONG

                     CAMERON ASHLEY BUILDING PRODUCTS, INC.,

                               CBP HOLDINGS, INC.

                                       AND

                              CBP ACQUISITION CORP.




                                  Page 16 of 20

<PAGE>   2



                                 AMENDMENT NO. 1
                         TO AGREEMENT AND PLAN OF MERGER

              THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of March 20, 2000, is entered into by and among Cameron
Ashley Building Products, Inc., a Georgia corporation (the "Company"), CBP
Holdings, Inc., a Georgia corporation ("Purchaser"), and CBP Acquisition Corp.,
a Georgia corporation and a wholly owned subsidiary of Purchaser ("Acquisition
Sub"). Capitalized terms used but not defined herein shall have the meanings set
forth in the Agreement and Plan of Merger dated as of January 17, 2000 and
entered into among the Company, the Purchaser and the Acquisition Sub (the
"Agreement").

              WHEREAS, Purchaser, Acquisition Sub and the Company desire to
amend the Agreement on the terms set forth herein;

              NOW, THEREFORE, in consideration of the premises, covenants and
agreements herein contained, and intending to be legally bound hereby,
Purchaser, Acquisition Sub and the Company hereby agree as follows:

                                    SECTION 1

                           AMENDMENT OF THE AGREEMENT

              Section 1.1 Revisions to Section 1.8(a) of the Agreement. Section
1.8(a) of the Agreement is hereby amended in its entirety to read as follows:

        (a)   Each issued and outstanding share of Common Stock, no par value,
        of the Company ("Share") immediately prior to the Effective Time,
        together with the associated preferred stock purchase rights (the
        "Rights") issued pursuant to that certain Rights Agreement, dated as of
        August 19, 1997, as amended (the "Rights Agreement"), by and between the
        Company and SunTrust Bank, Atlanta, Georgia, as Rights Agent (other than
        (i) any Shares to be canceled pursuant to Sections 1.8(b) and 1.8(c) and
        (ii) any Dissenting Shares (as defined in Section 2.1 hereof)), shall be
        canceled and extinguished and be converted into the right to receive
        $18.25 in cash (the "Merger Consideration"), payable to the holder
        thereof, without interest thereon, upon the surrender of the certificate
        formerly representing such Share in the manner provided in Section 2.2
        hereof and less any required withholding of Taxes (as hereinafter
        defined). From and after the Effective Time, all such Shares shall no
        longer be outstanding and shall be deemed to be canceled and retired and
        shall cease to exist, and each holder of a certificate representing any
        such Shares shall cease to have any rights with respect thereto, except
        the right to receive the Merger Consideration therefor, without interest
        thereon, upon the surrender of such certificate in accordance with
        Section 2.2 hereof, or the right, if any, to receive payment from the
        Surviving Corporation of the "fair value" of such Shares as determined
        in accordance with Article 13 of the GBCC.

              Section 1.2 Revisions to Section 7.1(b) of the Agreement. Section
7.1(b) of the Agreement is hereby amended in its entirety to read as follows:



                                  Page 17 of 20

<PAGE>   3




        (b)   by Purchaser or the Company if (i) any court or Governmental
        Entity of competent jurisdiction shall have issued an order, decree or
        ruling or taken any other action restraining, enjoining or otherwise
        prohibiting the Merger (including the denial of any consent of a
        Governmental Entity required for consummation of the merger) and such
        order, decree, ruling or other action is or shall have become final and
        nonappealable or (ii) the Effective Time is not occurring concurrently
        therewith on or before July 31, 2000 (the "Drop Dead Date"); provided,
        however, that the right to terminate this Agreement under this Section
        7.1(b) shall not be available to any party whose failure to fulfill any
        obligation under this Agreement has been the cause of, or resulted in,
        the failure of the Effective Time to occur on or before such date; or

                                    SECTION 2

                                  MISCELLANEOUS

              Section 2.1 Entire Agreement; Assignment. The Agreement, as
amended by this Amendment, (a) constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter thereof (including, without
limitation, that certain Confidentiality Agreement, as amended, between the
Company and an affiliate of Purchaser) and (b) shall not be assigned by
operation of law or otherwise.

              Section 2.2 Validity. If any provision of this Amendment, or the
application thereof to any Person or circumstance, is held invalid or
unenforceable, the remainder of this Amendment, and the application of such
provision to other Persons or circumstances, shall not be affected thereby, and
to such end, the provisions of this Amendment are agreed to be severable.

              Section 2.3 Governing Law. The Agreement, as amended by this
Amendment, shall be governed by and construed in all respects in accordance with
the laws of the State of Georgia as contracts wholly negotiated, executed and to
be performed in the State of Georgia, without regard to the principles of
conflicts of law thereof. With respect to the Agreement, as amended by this
Amendment, the parties hereto hereby agree and consent to be subject to the
exclusive jurisdiction of the United States District Court for the Northern
District of Georgia or the state courts of Fulton County, Georgia in any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Amendment. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by law, (a) any objection
that it may now or hereafter have to laying venue of any suit, action or
proceeding brought in such court and (b) any claim that any suit, action or
proceeding brought in such court has been brought in an inconvenient forum.
Section 8.5 of the Agreement is hereby amended in its entirety to reflect these
revisions.

              Section 2.4 Descriptive Headings. The descriptive headings herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Amendment.

              Section 2.5 Signatures. This Amendment may be executed in two (2)
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement. Copies of signatures
transmitted via facsimile shall constitute original signatures for all purposes
of this Amendment.


                                  Page 18 of 20

<PAGE>   4


              Section 2.6 References to the Agreement. From and after the
execution of this Amendment, all references in the Agreement to "this
Agreement," "hereof," "herein" and similar terms shall mean or refer to the
Agreement, as amended by this Amendment, and all references in other documents
to the Agreement shall mean the Agreement, as amended by this Amendment.

              Section 2.7 Amendment. This Amendment shall not be modified,
supplemented or terminated in any manner whatsoever, except by an instrument in
writing signed on behalf of the parties hereto.

              Section 2.8 Ratification and Confirmation. The Agreement is hereby
ratified and confirmed and, except as herein amended, remains in full force and
effect.


                                  Page 19 of 20

<PAGE>   5




              IN WITNESS WHEREOF, each of the parties has caused this Amendment
to be duly executed on its behalf as of the day and year first above written.


                                   CAMERON ASHLEY BUILDING PRODUCTS, INC.

                                   By:
                                      ------------------------------------------

                                   Name:
                                        ----------------------------------------

                                   Title:
                                         ---------------------------------------


                                   CBP HOLDINGS, INC.


                                   By:    /s/ Bart A.  McLean
                                          --------------------------------------
                                   Name:  /s/ Bart A.  McLean
                                   Title: President



                                   CBP ACQUISITION CORP.


                                   By:    /s/ Bart A.  McLean
                                          --------------------------------------
                                   Name:  /s/ Bart A.  McLean
                                   Title: President



                                 Page 20 of 20





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