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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): September 23, 1997
BMC WEST CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-19335 94-3050454
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Number) Identification Number)
Organization)
1475 TYRELL LANE
BOISE, IDAHO 83706
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (208) 387-4382
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ITEM 5. OTHER EVENTS
On September 23, 1997, BMC West Corporation, a Delaware corporation (the
"Registrant"), implemented a holding company form of organizational structure.
The new holding company organizational structure provides to the Registrant a
framework that can accommodate future growth from internal operations,
acquisitions or joint ventures, broadens the alternatives available for future
financing and generally provides for greater administrative and operational
flexibility.
The holding company organizational structure was effected by a merger
conducted pursuant to Section 251(g) of the Delaware General Corporation Law
(the "Merger"), which provides for the formation of a holding company structure
without a vote of the stockholders of the Registrant. In the Merger, BMC West
Merger Corporation, a Delaware corporation, merged with and into the Registrant,
with the Registrant as the surviving corporation. Prior to the Merger, BMC West
Merger Corporation was a direct, wholly-owned subsidiary of Building Materials
Holding Corporation, a Delaware corporation (the "Holding Company"), which was a
direct, wholly-owned subsidiary of the Registrant organized for the purpose of
implementing the holding company organizational structure. By virtue of the
Merger, the Registrant became a direct, wholly-owned subsidiary of Holding
Company, and all of the Registrant's outstanding capital stock was converted, on
a share for share basis, into capital stock of Holding Company. As a result,
each stockholder of the Registrant became the owner of an identical number of
shares of capital stock of Holding Company. Additionally, each outstanding
option to purchase shares of the Registrant's common stock was automatically
converted into an option to purchase, upon the same terms and conditions, an
identical number of shares of Holding Company's common stock.
Also, in connection with the Merger, the Registrant will terminate the
rights to purchase shares of the Registrant's Series C Junior Participating
Cumulative Preferred Stock that were issued to holders of the Registrant's
common stock pursuant to the Rights Agreement, dated as of August 3, 1993,
between the Registrant and American Stock Transfer and Trust Company, as Rights
Agent (the "Old Rights Agreement"), in accordance with the terms and conditions
of the Old Rights Agreement. Holding Company will promptly thereafter enter
into a new Rights Agreement (the "New Rights Agreement"), pursuant to which
holders of Holding Company's common stock will receive one right to purchase
Holding Company's Series C Junior Participating Cumulative Preferred Stock for
each share of Holding Company common stock owned (a "New Right"). Until the
occurrence of certain events specified in the New Rights Agreement, the New
Rights will be represented by the outstanding shares of Holding Company common
stock in respect of which the New Rights are issued, are not transferable
separately from the associated shares of Holding Company common stock, and are
automatically transferred upon transfer of the associated common stock.
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The conversion of shares of capital stock in the Merger occurred without
an exchange of certificates. Accordingly, certificates formerly representing
shares of outstanding capital stock of the Registrant are deemed to represent
shares of capital stock of Holding Company.
ITEM 7(c). EXHIBITS
Exhibit No. Description
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99.1 Press Release issued September 23, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated as of September 23, 1997.
BMC WEST CORPORATION
By: /s/ Donald S. Hendrickson
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Donald S. Hendrickson
President and Chief Executive Officer
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EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DOCUMENT PAGE
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Exhibit 99.1 Press Release issued September 23, 1997 99.1
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FOR IMMEDIATE RELEASE..September 23, 1997
For more information, contact:
Ellis C. Goebel
Senior Vice President Finance & Treasurer
Building Materials Holding Corporation
(208) 331-4410
BMC WEST COMPLETES HOLDING COMPANY REORGANIZATION;
NEW ENTITY FILES COMMON STOCK SHELF REGISTRATION
BOISE, IDAHO...BMC West Corporation, a leading distributor and retailer of
building materials in the western United States, is now a wholly owned
subsidiary of Building Materials Holding Corporation following completion of the
previously announced holding company reorganization and merger. As part of that
change, BMC West shareholders now hold stock in the parent company which will
begin trading on September 24, 1997, on the Nasdaq National market under the
symbol BMHC.
"We are pleased to have the reorganization completed," said Robert E.
Mellor, president and chief executive officer of Building Materials Holding
Corporation. The intent to form a holding company structure was announced
earlier this year.
According to Mellor, the new structure allows the company to centralize its
financial and administrative responsibilities at the holding company level as it
prepares to participate in the consolidation of the contractor focused building
materials distribution industry. As a wholly owned subsidiary, BMC West
continues its emphasis on individual customer and market needs in 10 Western
states.
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"Outstanding shares of BMC West common stock were automatically exchanged
on a share-for-share basis into shares of Building Materials Holding
Corporation," said Mellor. No action is required by stockholders in connection
with the change in corporate structure.
As part of the reorganization, Building Materials Holding Corporation
adopted a rights agreement substantially similar to one that existed under the
former BMC West corporate structure. Under the agreement, the company declared
a dividend of one preferred share purchase right for each outstanding share of
common stock to holders of record as of October 2, 1997. Each right entitles
the holder, under certain conditions outlined in the agreement dated September
19, 1997, to purchase a share of Class C Preferred Stock.
The company also announced that it will file a shelf registration on Form
S-4 tomorrow with the Securities and Exchange Commission. The filing requests
permission to issue up to 1 million shares of common stock for use in future
acquisitions.
Mellor said the additional shares will provide management with increased
flexibility in structuring future transactions.
