<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Builders Warehouse Association, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
119916401
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(CUSIP Number)
William Shimanek, 440 S. LaSalle Street, Suite 1900, Chicago, Illinois 60605,
(312) 362-4774
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 27, 1996
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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 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 [].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
Exhibit Index on Page 7
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SCHEDULE 13D
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CUSIP No. 119916401 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eligrant, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(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
ITEMS 2(d) or 2(e) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
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7 SOLE VOTING POWER
NUMBER OF
201,141
SHARES
----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 201,141
----------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,141
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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)
5.05%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
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CUSIP No. 119916401 Page 3 of 9 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel Asher
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) []
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (see item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 201,141
-----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 201,141
-----------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,141
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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)
5.05%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock (the "Common Stock") of
Builder's Warehouse Association, Inc. (the "Issuer"). The Issuer's principal
executive offices are located at 1800 Stewart Street, Santa Monica, California
90404.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f): This statement is being filed by (i) Eligrant,
Inc. ("Eligrant") with respect to shares of the Common Stock of the Issuer
owned by it, and (ii) Daniel Asher, with respect to the shares of Common Stock
of the Issuer beneficially owned by Mr. Asher (Eligrant and Mr. Asher are
collectively referred to herein as "Reporting Persons").
Eligrant is an Illinois corporation whose principal business activity is
investments. Eligrant is located at 440 S. LaSalle Street, Suite 1900,
Chicago, Illinois 60605. The sole shareholder and sole director of Eligrant is
Mr. Asher. The president, treasurer and secretary of Eligrant is Mr. William
Shimanek.
Mr. Shimanek is a United States citizen. His business address is 440 S.
LaSalle Street, Suite 1900, Chicago, Illinois 60605. Mr. Shimanek is employed
as a compliance officer of Kessler Asher Group Limited Partnership, a private
limited partnership located at 440 S. LaSalle Street, Suite 1900, Chicago,
Illinois 60605.
Mr. Asher is a United States citizen. His business address is 440 S.
LaSalle Street, Suite 1900, Chicago, Illinois 60605. Mr. Asher is an
investment consultant.
Information with respect to each Reporting Person is given solely by
such Reporting Person, and each claims no responsibility for the accuracy or
completeness of the information supplied by the other Reporting Persons.
(d) and (e): During the last five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On August 29, 1996, Eligrant acquired 71,361 shares of Common Stock of
the Issuer through a privately negotiated transaction with an entity in which
Mr. Asher has an ownership interest, at the prevailing market price of $10 1/8
for an aggregate price of $722,530 and 1,500 shares of Common Stock in the open
market for the purchase price of $9 7/8 per share. Prior thereto, during
August 1996, Eligrant acquired 138,780 shares of Common Stock of the Issuer in
a series of transactions. The source of capital for all acquisitions of the
Issuer's Common Stock was Eligrant's working capital. The price for such
shares ranged between $7 1/8 and $11.
For purposes of this report on Schedule 13D only, all of the shares of
the Issuer's Common Stock acquired by Eligrant (201,141 shares of which are
owned by Eligrant as of August 29,1996) are attributed to Mr. Asher. Of those
shares, 71,361 shares were initially acquired by an entity in which Mr. Asher
has an ownership interest, through conversions of a total of 500,000
convertible debentures on August 26 and August 27, 1996. On each of these
dates, the entity converted 250,000 convertible debentures into 36,088 and
35,273 shares of Common Stock, respectively, at conversion rates which resulted
in effective conversion prices of $7.013 and $7.09, respectively. The source
of capital for all acquisitions of the Issuer's Common Stock by the entity in
which Mr. Asher has an ownership interest was the working capital of such
entity. All 71,361 shares of Common Stock were sold to Eligrant on August 29,
1996, as more fully described in the preceding paragraph.
ITEM 4. PURPOSE OF THE TRANSACTION
The Common Stock was acquired for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b): Set forth in the table below are the number and
percentage of Common Stock of the Issuer beneficially owned, as well as the
nature of the ownership, for each Reporting Person as of the date hereof:
<PAGE> 5
<TABLE>
<CAPTION> Number of Shares
Number of Shares Number of Shares Number of Shares Beneficially
Beneficially Beneficially Owned Beneficially Owned With Aggregate Number of
Owned With Sole With Shared Voting Owned With Sole Shared of Shares
Name Voting Power Power Dispositive Power Dispositive Power Beneficially Owned
- -------------- -------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C>
Eligrant, Inc. 201,141 0 201,141 0 201,141
Daniel Asher 201,141 0 201,141 0 201,141
Percentage of
Shares
Name Beneficially Owned
- -------------- --------------------
Eligrant, Inc. 5.05%
Daniel Asher 5.05%
</TABLE>
(c): All transactions in shares of Common Stock effected by the Reporting
Persons during the 60 days preceding the Event Date reported on page 1 and
since that date are set forth below. Unless otherwise noted, all such shares
were acquired through open market transactions.
A. Transactions of Eligrant, Inc.(1)
---------------------------------
<TABLE>
<CAPTION>
Trade Date Number of Shares Price Per Share
- ---------- ---------------- ---------------
<S> <C> <C>
8/12/96 2,000 $ 7 1/2
8/12/96 2,000 $ 7 1/2
8/12/96 2,000 $ 7 1/2
8/12/96 1,000 $ 7 1/2
8/12/96 1900 $ 7 1/2
8/12/96 500 $ 7 9/16
8/12/96 500 $ 7 9/16
8/12/96 1000 $ 7 9/16
8/12/96 2500 $ 7 5/8
8/12/96 1000 $ 7 5/8
8/12/96 3000 $ 7 5/8
8/12/96 2100 $ 7 5/8
8/12/96 1000 $ 7 5/8
8/12/96 1000 $ 7 3/4
8/12/96 3000 $ 7 3/4
8/13/96 1000 $ 7 1/4
8/13/96 1000 $ 7 1/4
8/13/96 3000 $ 7 1/4
8/13/96 500 $ 7 1/4
8/13/96 2000 $ 7 1/4
8/13/96 1000 $ 7 3/8
8/13/96 1000 $ 7 7/16
8/13/96 500 $ 7 7/16
8/13/96 2000 $ 7 1/2
8/13/96 2000 $ 7 1/2
8/14/96 500 $ 7 3/8
8/14/96 1000 $ 7 9/16
8/15/96 2000 $ 7 1/2
8/15/96 1000 $ 7 1/2
8/15/96 500 $ 7 1/2
8/15/96 2000 $ 7 1/2
8/15/96 2000 $ 7 1/2
8/16/96 2000 $ 7 1/2
8/16/96 3000 $ 7 5/8
8/16/96 2000 $ 7 5/8
8/16/96 2000 $ 7 5/8
8/16/96 2000 $ 7 5/8
8/16/96 2000 $7 11/16
8/16/96 2000 $7 11/16
</TABLE>
- --------------------------
(1) Amounts of shares that appear in parentheses represent shares sold.
<PAGE> 6
<TABLE>
<CAPTION>
Trade Date Number of Shares Price Per Share
----------- ---------------- ---------------
<S> <C> <C>
8/16/96 2000 $7 11/16
8/16/96 500 $7 3/4
8/16/96 1000 $7 3/4
8/16/96 2000 $7 3/4
8/16/96 1500 $7 15/16
8/19/96 500 $7 1/8
8/19/96 2000 $7 1/4
8/19/96 2000 $7 1/4
8/19/96 2000 $7 1/4
8/19/96 2000 $7 1/4
8/19/96 2000 $7 1/4
8/19/96 1000 $7 1/4
8/20/96 2000 $7 1/8
8/21/96 1500 $7 1/8
8/23/96 1000 $7 3/16
8/23/96 500 $7 3/16
8/23/96 500 $7 3/16
8/23/96 2000 $7 3/8
8/23/96 2000 $7 3/8
8/26/96 1300 $7 1/4
8/26/96 2000 $7 1/2
8/26/96 2000 $7 1/2
8/26/96 2000 $7 5/8
8/26/96 700 $7 11/16
8/26/96 2000 $7 11/16
8/27/96 2000 $7 7/8
8/27/96 80 $8 9/32
8/27/96 17200 $8 9/32
8/27/96 500 $8 3/8
8/27/96 2500 $8 1/2
8/27/96 2000 $8 3/4
8/27/96 1000 $9
8/27/96 1000 $9
8/27/96 1000 $9 1/4
8/27/96 500 $9 1/4
8/28/96 1500 $9 13/16
8/28/96 5000 $10
8/28/96 1000 $10 1/4
8/28/96 2000 $10 3/8
8/28/96 1000 $10 1/2
8/28/96 (1500) $10 1/4
8/28/96 (1000) $10 3/8
8/28/96 (1000) $10 1/2
8/28/96 (6000) $11
8/29/96 1500 $9 7/8
8/29/96 (1000) $10 1/2
* 8/29/96 71361 $10 1/8
</TABLE>
B. Transactions of Mr. Asher
-------------------------
Mr. Asher has not acquired or sold any shares of Common Stock of the
Issuer in his individual capacity. However, Mr. Asher is the sole director and
sole shareholder of Eligrant. Therefore, for purposes of reporting on this
Schedule 13D, the shares of Common Stock owned by Eligrant are attributed to
Mr. Asher. Accordingly, the information
________________________
* These shares were acquired from an entity in which Mr. Asher
has an ownership interest through a privately negotiated transaction at the
prevailing market price.
<PAGE> 7
set forth above for Eligrant is applicable for Mr. Asher as well. For all
other purposes, Mr. Asher disclaims the beneficial ownership of the 201,141
shares of common stock of the Issuer owned by Eligrant.
On August 26, 1996, an entity in which Mr. Asher has an ownership
interest converted 250,000 convertible debentures into 36,058 shares of the
issuer's Common Stock at a price of $7.013 per share. On August 27, 1996, that
same entity converted 250,000 convertible debentures into 35,273 shares of the
Issuer's Common Stock at a price of $7.09 per share. On August 29, the
affiliate sold all of its Common Stock of the Issuer at the prevailing market
price of $10 1/8 to Eligrant, in a privately negotiated transaction.
(d): Not applicable.
(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. Material to be Filed as Exhibits
Exhibit
Number Description
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1 Joint Filing Agreement
<PAGE> 8
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 30, 1996 ELIGRANT, INC.
By: /s/ William Shimanek
--------------------
President
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: August 30, 1996 DANIEL ASHER
/s/ Daniel Asher
----------------
<PAGE> 1
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, of Builders Warehouse
Association, Inc., and that this Agreement be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
30th day of August, 1996.
Eligrant, Inc.
By: /s/ William Shimanek
--------------------
William Shimanek
President
Daniel Asher
/s/ Daniel Asher
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