<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-05931
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 13, 1996)
1,200,000 SHARES
CAMERON ASHLEY BUILDING PRODUCTS, INC.
COMMON STOCK
--------------------
This prospectus supplement relates to 1,200,000 shares (the "Shares") of
Common Stock, no par value per share (the "Common Stock"), of Cameron Ashley
Building Products, Inc., a Georgia corporation (the "Company"). All of the
Shares offered hereunder will be offered for the account of the selling
shareholder, CGW Southeast Partners I, L.P., a limited partnership organized
under the laws of the state of Georgia (the "Selling Shareholder" or "CGW").
The Selling Shareholder intends to sell the Shares in the
over-the-counter market and ordinary banking transactions through its
designated agent, Hanifen, Imhoff Inc. (the "Agent") at a price equal to
$11.50 per Share. See "Sale of Shares." The Agent and any other broker or
dealer participating in the offering may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and the compensation received by them may be deemed to be underwriting
commissions or discounts.
None of the proceeds from the sale of the Shares by the Selling
Shareholder will be received by the Company. The Selling Shareholder will
bear all expenses in connection with the registration of the Shares being
offered by the Selling Shareholder.
The Common Stock is traded on the Nasdaq National Market under the
symbol "CABP." On June 20, 1996, the closing sale price for the Common Stock
was $11.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 21, 1996.
<PAGE>
THE COMPANY
Cameron Ashley Building Products, Inc. (the "Company") is a national
distributor of a broad line of building products that are used principally in
home improvement, remodeling and repair work and in new residential
construction. The Company currently serves markets in 38 states throughout
the United States and in parts of Mexico and Canada. The Company was
incorporated in Georgia in October 1991. The Company's principal executive
offices are located at 11651 Plano Road, Suite 100, Dallas, Texas 75243. Its
telephone number is (214) 860-5100.
SELLING SHAREHOLDER
A management company (the "Management Company") affiliated with CGW
provides consulting services to the Company pursuant to consulting agreements
with the Company. Messrs. Richard L. Cravey and William S. Green, directors
of the Company, each hold management interests in the Management Company and
in a partnership that owns a limited partnership interest in CGW. Mr. William
A. Davies, who is also a director of the Company, holds a limited partnership
interest in CGW. Each of Messrs. Cravey, Green and Davies are managing
directors of the corporate general partner of CGW.
In October 1991, the Company was formed by CGW to purchase, along with
certain management investors, substantially all of the assets of the
predecessor of Ashley from a subsidiary of Florida Progress Corporation. The
acquisition was consummated on October 18, 1991. Cameron was formed in
November 1991 by CGW and management investors to purchase substantially all
of the assets of the Cameron Wholesale division from CertainTeed Corporation.
The acquisition was consummated on December 20, 1991. In March 1994, in
connection with and in advance of the Company's initial public offering of
Common Stock, certain shareholders of Ashley and all shareholders of Cameron
exchanged their stock for Common Stock of the Company (hereinafter referred
to as the "Combination"). As a result of the Combination, Cameron and Ashley
became wholly owned subsidiaries of the Company and CGW became the owner of
Common Stock in the Company.
Based solely upon information made available to the Company, the
following table sets forth certain information with respect to the beneficial
ownership of Common Stock as of June 10, 1996 by the Selling Shareholder.
Except as otherwise indicated, the Selling Shareholder has sole voting and
investment power with respect to all shares of Common Stock beneficially
owned.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIAL OWNERSHIP PRIOR TO BE SOLD BENEFICIAL OWNERSHIP AFTER
TO THE OFFERING IN THE OFFERING THE OFFERING
-------------------------- --------------- --------------------------
SELLING SHAREHOLDER COMMON STOCK PERCENT COMMON STOCK PERCENT
- ------------------- ------------ ------- ------------ -------
<S> <C> <C> <C> <C> <C>
CGW Southeast 3,109,646(1) 34.6% 1,200,000 1,909,646(1) 21.2%
Partners I, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, Georgia 30305
</TABLE>
--------------------
(1) Each of Messrs. Cravey, Green and Davies, as managing directors of
the corporate general partner of CGW and the Management Company, may be
deemed to share voting and investment power with respect to the Common
Stock held of record by CGW and, accordingly, may also be deemed the
beneficial owners of such shares. The business address for each of
Messrs. Cravey, Green and Davies is Twelve Piedmont Center, Suite 210,
Atlanta, Georgia 30305.
S-2
<PAGE>
SALE OF SHARES
Hanifen, Imhoff Inc. (the "Agent") will act as exclusive sales agent of
the Selling Shareholder with respect to the 1,200,000 Shares. The Shares will
be sold in the over-the-counter market and ordinary brokerage transactions at
a price equal to $11.50 per Share. In exchange for its services as sales
agent, the Agent will receive compensation equal to $0.34 per Share and,
accordingly, the Selling Shareholder will receive proceeds of $11.16 per
Share.
The Agent and any other broker or dealer participating in the offering
may be deemed to be "underwriters" within the meaning of the Securities Act,
and the compensation received by them may be deemed to be underwriting
commissions or discounts.
S-3
<PAGE>
PROSPECTUS
1,500,000 SHARES
CAMERON ASHLEY BUILDING PRODUCTS, INC.
COMMON STOCK
-----------------------
This prospectus relates to 1,500,000 shares (the "Shares") of Common
Stock, no par value per share (the "Common Stock"), of Cameron Ashley
Building Products, Inc., a Georgia corporation (the "Company"). All of the
Shares offered hereunder will be offered for the account of the selling
shareholder, CGW Southeast Partners I, L.P., a limited partnership organized
under the laws of the state of Georgia (the "Selling Shareholder" or "CGW").
All or a portion of the Shares may be offered by the Selling Shareholder
from time to time (i) in transactions (which may include block transactions)
on the Nasdaq Stock Market's National Market, (ii) in negotiated
transactions, or (iii) a combination of such methods of sale, at fixed
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated prices.
The Selling Shareholder may effect such transactions by selling the Shares
directly to purchasers or through underwriters, agents or broker-dealers, and
any such underwriters, agents or broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholder
and/or the purchasers of the Shares for whom such underwriters, agents or
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular underwriter, agent or broker-dealer
might be in excess of customary compensation). See "Selling Shareholder" and
"Sale of Shares" below.
None of the proceeds from the sale of the Shares by the Selling
Shareholder will be received by the Company. The Selling Shareholder will
bear all expenses in connection with the registration of the Shares being
offered by the Selling Shareholder.
The Common Stock is traded on the Nasdaq National Market under the
symbol "CABP." On June 12, 1996, the closing sale price for the Common Stock
was $12.63 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK OFFERED HEREBY.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
THE DATE OF THIS PROSPECTUS IS JUNE 13, 1996.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed by the Company with the
Securities and Exchange Commission ("Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 31, 1996 and April 30, 1996.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated February 18, 1994.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained herein or in any
other subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the
documents incorporated by reference (not including the exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Mr. John S.
Davis, Cameron Ashley Building Products, Inc., 11651 Plano Road, Suit 100,
Dallas, Texas 75243, or by telephone, (214) 860-5120.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and
copied at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549; and at the Commission's Northeast
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048,
and Midwest Regional Office, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission
450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such reports,
proxy statements and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006-1506.
The Company has filed a Registration Statement on Form S-3 (together
with all amendments and exhibits filed or to be filed in connection
therewith, the "Registration Statement"). This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements contained or incorporated by reference herein
concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.
-2-
<PAGE>
THE COMPANY
Cameron Ashley Building Products, Inc. (the "Company") is a national
distributor of a broad line of building products that are used principally in
home improvement, remodeling and repair work and in new residential
construction. The Company currently serves markets in 38 states throughout
the United States and in parts of Mexico and Canada. The Company was
incorporated in Georgia in October 1991. The Company's principal executive
offices are located at 11651 Plano Road, Suite 100, Dallas, Texas 75243. Its
telephone number is (214) 860-5100.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING INFORMATION
RELATING TO THE COMPANY AND THE COMMON STOCK BEFORE MAKING AN INVESTMENT IN
THE COMMON STOCK OFFERED HEREBY.
SENSITIVITY TO ECONOMIC AND OTHER CONDITIONS
The building materials industry is cyclical and is affected by weather
and changes in general and local economic conditions, such as housing starts,
interest rates, availability of financing, employment levels and consumer
confidence. A downturn in the economy in one or more markets served by the
Company, particularly in the Texas and Florida markets where many of the
Company's branches are located, could have a material adverse effect on the
Company's operations. In addition, the Company's results of operations
reflect a seasonal pattern due to winter construction cycles and weather
patterns.
GROWTH BY ACQUISITIONS
The Company's growth strategy is based largely upon the acquisition of
other building products distributors. The Company continually seeks
acquisition candidates in selected markets and from time to time engages in
exploratory discussions with suitable candidates. There can be no assurance,
however, that the Company will be able to continue to identify and acquire
appropriate businesses or obtain financing for such acquisitions on
satisfactory terms. The process of integrating acquired businesses into the
Company's operations may result in unforeseen difficulties and may require a
disproportionate amount of resources and management's attention. Future
acquisitions may be financed through the incurrence of additional
indebtedness, the issuance of equity-linked securities or the issuance of
Common Stock, which may dilute the Company's shareholders. Furthermore, there
can be no assurance that competition for acquisition candidates will not
escalate, thereby increasing the costs of making acquisitions.
SUPPLY AND PRICE OF PRODUCTS
The Company distributes building products manufactured by a number of
major vendors. Owens-Corning Fiberglas Corporation ("Owens-Corning") is the
Company's largest supplier, with purchases of Owens-Corning roofing and
insulation products accounting for approximately 14.4% of the Company's
total product purchases in fiscal 1995. No other supplier accounted for more
than 5.0% of the Company's total product purchases in fiscal 1995. Although
alternative sources of supply exist, there can be no assurance that the
termination of the Company's relationship with Owens-Corning would not have a
short-term adverse effect on the Company's operations.
Supply shortages occur at times as a result of unanticipated demand or
production difficulties. In such cases, building materials suppliers often
allocate products among distributors. Future supply shortages may occur from
time to time and may have a short-term adverse effect on the Company's
results of operations.
The Company has negotiated what management believes to be competitive
pricing terms from many of its suppliers. Should the Company be unable to
renew its agreements or arrangements with such
-3-
<PAGE>
suppliers or should such suppliers cease to offer volume and other discounts,
the Company's results of operations could be adversely affected.
COMPETITION
The building products distribution industry is highly competitive and
fragmented. The Company competes with many local and regional distributors,
major corporations with national distribution capability, product
manufacturers that engage in direct sales and, to a lesser extent, mass
merchandisers. The Company's competition varies by product line, customer
classification and geographic market. Certain of the companies that compete
with the Company have substantially greater financial and other resources
than those of the Company.
RELIANCE ON EXECUTIVE OFFICERS
The Company is highly dependent on the skills, experience and efforts of
its executive officers. The loss of services of one or more of the Company's
executive officers could have a material adverse effect on the Company's
business and development. Each of Ronald R. Ross, Chairman of the Board of
the Company, Walter J. Muratori, President of the Company, and John H.
Bradberry and C. Steven Gaffney, each Vice Presidents of the Company, is a
party to an employment agreement with the Company. In addition, Ronald R.
Ross and Walter J. Muratori are parties to change in control agreements. Wm.
Cameron & Co. ("Cameron"), a wholly-owned subsidiary of the Company,
maintains a $4 million key man life insurance policy on Ronald R. Ross. The
Company's continued growth also depends in part on its ability to attract and
retain qualified managers, salespersons and other key employees and on its
executive officers' ability to manage growth successfully.
INFLUENCE BY CGW
Upon completion of the offering, CGW will own approximately 17.9% of the
Common Stock then outstanding, and three affiliates of CGW will continue to be
on the Company's Board of Directors. Cameron and Ashley Aluminum, Inc.
("Ashley"), a wholly-owned subsidiary of the Company, each maintain a
consulting agreement with CGW Southeast Management Company, which is
affiliated with CGW and certain members of the Board of Directors of the
Company. As a result of the above-described ownership and relationships, CGW
will be able to exercise significant influence over the affairs of the
Company.
VOLATILITY OF MARKET PRICE FOR COMMON STOCK
From time to time after this offering there may be significant
volatility in the market price for the Common Stock. Quarterly operating
results of the Company or of other companies participating in the building
products industry, changes in conditions in the economy, the financial
markets or the building products or construction industries, natural
disasters or other developments affecting the Company or its competitors
could cause the market price of the Common Stock to fluctuate substantially.
ANTI-TAKEOVER PROVISIONS OF THE ARTICLES OF INCORPORATION
Under the terms of the Company's Amended and Restated Articles of
Incorporation, the members of the Board of Directors are divided into three
classes, each of which serves a term of three years and may be removed only
for cause by shareholder vote at a special meeting. A classified Board of
Directors may delay, defer or prevent a takeover attempt that a shareholder
of the Company might consider to be in the interests of the Company and its
shareholders.
In addition, the Amended and Restated Articles of Incorporation
authorize the Board of Directors to issue shares of preferred stock from time
to time in one or more designated series or classes. The Board of Directors,
without approval of the shareholders, is authorized to establish voting,
dividend, redemption, conversion, liquidation and other provisions of a
particular series or class of preferred stock. The issuance
-4-
<PAGE>
of preferred stock could, among other things, adversely affect the voting
power or other rights of the holders of Common Stock and, under certain
circumstances, make it more difficult for a third party to acquire, or
discourage a third party from acquiring, control of the Company.
SELLING SHAREHOLDER
A management company (the "Management Company") affiliated with CGW
provides consulting services to the Company pursuant to consulting agreements
with the Company. Messrs. Richard L. Cravey and William S. Green, directors
of the Company, each hold management interests in the Management Company and
in a partnership that owns a limited partnership interest in CGW. Mr. William
A. Davies, who is also a director of the Company, holds a limited
partnership interest in CGW. Each of Messrs. Cravey, Green and Davies are
managing directors of the corporate general partner of CGW.
In October 1991, the Company was formed by CGW to purchase, along with
certain management investors, substantially all of the assets of the
predecessor of Ashley from a subsidiary of Florida Progress Corporation. The
acquisition was consummated on October 18, 1991. Cameron was formed in
November 1991 by CGW and management investors to purchase substantially all
of the assets of the Cameron Wholesale division from CertainTeed Corporation.
The acquisition was consummated on December 20, 1991. In March 1994, in
connection with and in advance of the Company's initial public offering of
Common Stock, certain shareholders of Ashley and all shareholders of Cameron
exchanged their stock for Common Stock of the Company (hereinafter referred
to as the "Combination"). As a result of the Combination, Cameron and Ashley
became wholly owned subsidiaries of the Company and CGW became the owner of
Common Stock in the Company.
Based solely upon information made available to the Company, the
following table sets forth certain information with respect to the beneficial
ownership of Common Stock as of June 10, 1996 by the Selling Shareholder.
Except as otherwise indicated, the Selling Shareholder has sole voting and
investment power with respect to all shares of Common Stock beneficially
owned.
<TABLE>
NUMBER OF
SHARES
BENEFICIAL OWNERSHIP TO BE SOLD BENEFICIAL OWNERSHIP
PRIOR TO THE OFFERING IN THE OFFERING AFTER THE OFFERING
------------------------ --------------- -----------------------
SELLING SHAREHOLDER COMMON STOCK PERCENT COMMON STOCK PERCENT
- ------------------- ------------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
CGW Southeast 3,109,646 (1) 34.6% 1,500,000 1,609,646 (1) 17.9%
Partners I, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, Georgia 30305
</TABLE>
____________________
(1) Each of Messrs. Cravey, Green and Davies, as managing directors of the
corporate general partner of CGW and the Management Company, may be deemed to
share voting and investment power with respect to the Common Stock held of
record by CGW and, accordingly, may also be deemed the beneficial owners of
such shares. The business address for each of Messrs. Cravey, Green and
Davies is Twelve Piedmont Center, Suite 210, Atlanta, Georgia 30305.
-5-
<PAGE>
SALE OF SHARES
The sale of the Shares by the Selling Shareholder may be affected from
time to time (i) in transactions (which may include block sales) on the
Nasdaq Stock Market's National Market, (ii) in negotiated transactions, or
(iii) through a combination of such methods of sale, at fixed prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The
Selling Shareholder may effect such transactions by selling the Shares
directly to purchasers or through underwriters, agents or broker-dealers, and
any such underwriters, agents or broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Shareholder and/or the purchasers of the Shares for which such underwriters,
agents or broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to an underwriter, agent or
particular broker-dealer may be in excess of customary compensation). If
required by applicable law at the time a particular offer of shares is made,
the terms and conditions of such transaction will be set forth in a
Prospectus Supplement to this Prospectus.
The Selling Shareholder and any underwriters, agents or broker-dealers
who act in connection with the sale of the Shares hereunder may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act,
and any commissions received by them and profit on any resale of the Shares
as principals might be deemed to underwriting discounts and commissions under
the Securities Act.
Under agreements the Selling Shareholder and the Company may enter into,
underwriters, broker-dealers and/or agents who participate in the
distribution of the Shares may be entitled to indemnification by the Selling
Shareholder and the Company against certain liabilities, including
liabilities under the Securities Act. Pursuant to a Registration,
Indemnification and Contribution Agreement by and between CGW and the
Company, dated as of June 10, 1996, CGW and the Company have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act. The Selling Shareholder will bear all expenses in
connection with the registration of the Shares being offered by the Selling
Shareholder.
In recognition of the fact that the Selling Shareholder may wish to be
legally permitted to sell all or a portion of the Shares when they deem
appropriate, the Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act with respect to the resale of
the Shares from time to time on the Nasdaq Stock Market's National Market or
in negotiated transactions, and has agreed to prepare and file such
amendments and supplements to the Registration Statement as may be necessary
to keep the Registration Statement effective until all the Shares offered
hereby have been sold pursuant thereto or until such Shares are no longer, by
reason of Rule 144(k) under the Securities Act or any other rule of similar
effect, required to be registered for the sale thereof by the Selling
Shareholder. This Prospectus forms a part of such Registration Statement.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by Alston & Bird, Atlanta, Georgia.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this Prospectus by reference from the
Company's report on Form 10-K for the year ended October 31, 1995, have been
audited by Deloitte & Touche LLP, independent auditors as stated in their
reports which are incorporated herein by reference. The opinion of Deloitte &
Touche LLP, insofar as it relates to the amounts included for Wm. Cameron &
Co. for the year ended October 31, 1993 was based solely on the report of
other auditors.
-6-
<PAGE>
The financial statements of Wm. Cameron & Co. for the year ended October
31, 1993, a consolidated subsidiary, were audited by Ernst & Young LLP,
independent auditors, as stated in their report which is incorporated by
reference from the Company's Annual Report on Form 10-K for the year ended
October 31, 1995.
Such consolidated financial statements and the related financial
statement schedule have been so incorporated in reliance upon the respective
reports of such firms given upon their authority as experts in accounting and
auditing.
-7-
<PAGE>
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No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus Supplement and the Prospectus, and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company or the Selling Shareholder. This Prospectus
Supplement and the Prospectus do not constitute an offer to sell, or
solicitation of an offer to buy, to any person in any jurisdiction in which
such offer to sell or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person
to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus Supplement and the Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
----------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
The Company.......................................................... S-2
Selling Stockholder.................................................. S-2
Sale of Shares....................................................... S-3
PROSPECTUS
PAGE
----
The Company.......................................................... 3
Risk Factors......................................................... 3
Selling Shareholder.................................................. 5
Sale of Shares....................................................... 6
Legal Matters........................................................ 6
Experts.............................................................. 6
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1,200,000 SHARES
CAMERON ASHLEY
BUILDING PRODUCTS, INC.
COMMON STOCK
PROSPECTUS
SUPPLEMENT
- ---------------------------------------------------------------------------
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