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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1996
REGISTRATION NO. 333-05931
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CAMERON ASHLEY BUILDING PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
GEORGIA 5030 58-1984957
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
11651 PLANO ROAD, SUITE 100
DALLAS, TEXAS 75243
(214) 860-5100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN S. DAVIS, ESQ.
11651 PLANO ROAD, SUITE 100
DALLAS, TEXAS 75243
(214) 860-5120
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
JOEL J. HUGHEY
TERI LYNN MCMAHON
ALSTON & BIRD
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the distribution of the Common Stock are
set forth in the following table and will be borne by the Selling Shareholder.
All amounts except the Securities and Exchange Commission registration fee are
estimated.
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<S> <C>
Securities and Exchange Commission registration fee. . $ 6,109
Accountants' fees and expenses . . . . . . . . . . . . 7,500
Legal fees and expenses. . . . . . . . . . . . . . . . 10,000
Blue Sky fees and expenses . . . . . . . . . . . . . . 2,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . 2,391
Total . . . . . . . . . . . . . . . . . . . . . . 28,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Bylaws and the Amended and Restated
Articles of Incorporation provide that directors and officers of the Registrant
will be indemnified by the Registrant to the fullest extent authorized by
Georgia law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Registrant. The Amended and Restated Articles of Incorporation
also provide that the right of directors and officers to indemnification is not
exclusive of any other right now possessed or hereafter acquired under any
statute, agreement or otherwise. The Registrant and its officers and directors
have entered into indemnification agreements providing for certain
indemnification rights as permitted in the Amended and Restated Bylaws and the
Amended and Restated Articles of Incorporation.
The Registrant's Amended and Restated Articles of Incorporation provide
that directors of the Registrant will not be personally liable for monetary
damages to the Registrant for certain breaches of their fiduciary duty as
directors, except for (i) any appropriation of any business opportunity of the
Company in violation of his duties to the Registrant or its shareholders, (ii)
acts or omissions that involve intentional misconduct or a knowing violation of
law, (iii) approval of certain illegal dividends or redemptions and (iv)
transactions approved by the directors from which they derive an improper
personal benefit. In appropriate circumstances, equitable remedies or non
monetary relief, such as an injunction, will remain available to a shareholder
seeking redress from any such violation. In addition, the provision applies
only to claims against a director arising out of his role as a director and not
in any other capacity (such as an officer or employee of the Registrant).
ITEM 16. EXHIBITS
Where an exhibit is filed by incorporation by reference to a previously
filed registration statement or report, such registration statement or report
is identified in parentheses.
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EXHIBIT NO. DESCRIPTION
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5 Opinion of Alston & Bird.
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Alston & Bird (included in Exhibit 5).
24 Power of Attorney (included on signature page).*
99 Form of Registration, Indemnification and Contribution Agreement
by and between CGW Southeast Partners I, L.P. and Cameron Ashley
Building Products, Inc.*
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* Previously filed.
ITEM 17. UNDERTAKINGS
A. RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-2
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B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, as of
June 19, 1996.
CAMERON ASHLEY BUILDING PRODUCTS, INC.
By: /s/ Dixon McElwee
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Dixon McElwee
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of June 19, 1996.
SIGNATURES TITLE DATE
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* Chairman of the Board June 19, 1996
- ---------------------------- (principal executive officer)
Ronald R. Ross
* President and Director June 19, 1996
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Walter J. Muratori
/s/ Dixon McElwee Vice President, Chief Financial June 19, 1996
- ---------------------------- Officer (principal financial
Dixon McElwee officer)
* Vice President, Chief Accounting June 19, 1996
- ---------------------------- Officer (principal accounting
John H. Bradberry officer)
* Director June 19, 1996
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Richard L. Cravey
* Director June 19, 1996
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William A. Davies
II-4
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Director June __, 1996
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William S. Green
Director June __, 1996
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Donald S. Huml
Director June __, 1996
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Don A. Rice
Director June __, 1996
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Stanley C. Weiss
* Director June 19, 1996
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Charles C. Schoen, III
*By: /s/ Dixon McElwee
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Dixon McElwee
Attorney-in-Fact
II-5
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Registration No. 333-05931
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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CAMERON ASHLEY BUILDING PRODUCTS, INC.
11651 PLANO ROAD
DALLAS, TEXAS
(214) 860-5100
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EXHIBIT INDEX
Where an exhibit is filed by incorporation by reference to a previously
filed registration statement or report, such registration statement or report is
identified in parentheses.
EXHIBIT NO. DESCRIPTION
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5 Opinion of Alston & Bird.
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Alston & Bird (included in Exhibit 5).
24 Power of Attorney (contained on signature page).*
99 Form of Registration, Indemnification and Contribution
Agreement by and between CGW Southeast Partners I, L.P.
and Cameron Ashley Building Products, Inc.*
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* Previously filed.
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EXHIBIT 5
OPINION OF ALSTON & BIRD
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ALSTON & BIRD
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 Telex: 54-2996
June 13, 1996
Cameron Ashley Building Products, Inc.
11651 Plano Road, Suite 100
Dallas, Texas 75243
Re: Form S-3 Registration Statement -- Resale by Shareholder of Cameron
Ashley Building Products, Inc.
Ladies and Gentlemen:
We have acted as counsel for Cameron Ashley Building Products, Inc., a
Georgia corporation (the "Corporation"), in connection with the referenced
Registration Statement on Form S-3 (the "Registration Statement") being filed
by the Corporation with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and covering
1,500,000 shares (the "Shares") of the Corporation's common stock, no par
value ("Common Stock"), which are being offered for the account of a selling
shareholder (the "Selling Shareholder"). The Company will not receive any
proceeds from the sale of the Shares. The opinion hereinafter set forth is
given to the Commission at the request of the Company pursuant to Item 16 of
Form S-3 and Item 601(b)(5) of Regulation S-K.
This Opinion Letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards Applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal
Opinion Committee of the Corporate and Banking Law Section of the State Bar
of Georgia (the "Interpretive Standards"), which Interpretative Standards are
incorporated in this Opinion Letter by this reference. Capitalized terms
used in this Opinion Letter and not otherwise defined herein shall have the
meanings assigned to such terms in the Interpretive Standards and in the
Registration Statement.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of
the Corporation, certificates of public officials and such other documents as
we have deemed appropriate as a basis for the opinions hereinafter set forth.
The opinions set forth herein are limited to the laws of the State of
Georgia.
Based upon the foregoing, it is our opinion that the Shares are legally
and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the
Registration Statement, may be relied upon by you and the Commission only in
connection with the Registration Statement, and may not be relied upon by any
other person or for any other purpose without our prior written consent.
601 Pennsylvania Avenue, N.W.
North Building, Suite 250
Washington, D.C. 20004-2601
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ TERI LYNN MCMAHON
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Teri Lynn McMahon
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3, No. 33-00000) and related Prospectus of
Cameron Ashley Building Products, Inc. for the registration of 1,500,000
shares of its common stock and to the incorporation by reference therein of
our report dated December 7, 1993, with respect to the consolidated financial
statements of Wm. Cameron & Co. (not presented separately therein) included
in the Annual Report (Form 10-K) of Cameron Ashley Building Products, Inc.
for the year ended October 31, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
June 12, 1996
Dallas, Texas
