<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
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)
<TABLE>
<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: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SHARES TO BE AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(1) PRICE(1) FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, no par
value per share 1,500,000 shares $11.81 $17,715,000 $6,109
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</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the bid and asked prices of the Registrant's
Common Stock on June 10, 1996.
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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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 13, 1996
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 __, 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 Sections
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, Suite 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.
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<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
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<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 continue 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
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<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>
<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% 1,500,000 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.
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<PAGE>
SALE OF SHARES
The sale of the Shares by the Selling Shareholder may be effected 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 be 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.
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<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.
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<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, 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 DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A 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 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
PAGE
----
THE COMPANY. . . . . . 3
RISK FACTORS . . . . . 3
SELLING SHAREHOLDER. . 5
SALE OF SHARES . . . . 6
LEGAL MATTERS. . . . . 6
EXPERTS. . . . . . . . 6
___________________
1,500,000 SHARES
CAMERON ASHLEY
BUILDING PRODUCTS, INC.
COMMON STOCK
P R O S P E C T U S
___________________
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<PAGE>
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.
<TABLE>
<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
</TABLE>
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.
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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.
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
<PAGE>
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.
II-3
<PAGE>
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 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 12, 1996.
CAMERON ASHLEY BUILDING PRODUCTS, INC.
By: /s/ Ronald R. Ross
-----------------------------------
Ronald R. Ross
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John S. Davis and Dixon McElwee and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, including a
Registration Statement filed under Rule 462(b) of the Securities Act of 1933,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of the, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
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 12, 1996.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Ronald R. Ross Chairman of the Board June 12, 1996
- ---------------------------- (principal executive officer)
Ronald R. Ross
/s/ Walter J. Muratori President and Director June 12, 1996
- ----------------------------
Walter J. Muratori
/s/ Dixon McElwee Vice President, Chief Financial June 12, 1996
- ---------------------------- Officer (principal financial
Dixon McElwee officer)
/s/ John H. Bradberry Vice President, Chief Accounting June 12, 1996
- ---------------------------- Officer (principal accounting
John H. Bradberry officer)
/s/ Richard L. Cravey Director June 12, 1996
- ----------------------------
Richard L. Cravey
/s/ William A. Davies Director June 12, 1996
- ----------------------------
William A. Davies
II-4
<PAGE>
Director June __, 1996
- ----------------------------
William S. Green
Director June __, 1996
- ----------------------------
Donald S. Huml
Director June __, 1996
- ----------------------------
Don A. Rice
Director June __, 1996
- ----------------------------
Stanley C. Weiss
/s/ Charles C. Schoen, III Director June 12, 1996
- ----------------------------
Charles C. Schoen, III
II-5
<PAGE>
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
CAMERON ASHLEY BUILDING PRODUCTS, INC.
11651 PLANO ROAD
DALLAS, TEXAS
(214) 860-5100
<PAGE>
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
- ----------- -----------
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.
<PAGE>
EXHIBIT 5
OPINION OF ALSTON & BIRD
<PAGE>
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
<PAGE>
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:
----------------------------
Teri Lynn McMahon
<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement for Cameron Ashley Building Products, Inc. on Form S-3 of our
reports dated December 8, 1995, appearing in and incorporated by reference in
the Annual Report on Form 10-K of Cameron Ashley Building Products, Inc. for
the year ended October 31, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
June 12, 1996
Dallas, Texas
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
<PAGE>
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.
June 12, 1996
Dallas, Texas
<PAGE>
EXHIBIT 99
FORM OF
REGISTRATION, INDEMNIFICATION AND
CONTRIBUTION AGREEMENT
<PAGE>
REGISTRATION, INDEMNIFICATION AND
CONTRIBUTION AGREEMENT
As of June __, 1996
This Registration, Indemnification and Contribution Agreement (this
"Agreement") dated as of June __, 1996, is by and between CAMERON ASHLEY
BUILDING PRODUCTS, INC., a Georgia corporation (the "Company") and CGW
SOUTHEAST PARTNERS I, L.P., a limited partnership organized under the laws of
the State of Georgia (the "Selling Stockholder").
WHEREAS, the Company has agreed to prepare, execute and file a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), in order to
register 1,500,000 shares (the "Securities") of the Company's Common Stock
currently owned by the Selling Stockholder; and
WHEREAS, the Company and the Selling Stockholder desire to enter into an
agreement with regard to the registration of the Securities and certain
liabilities under the Securities Act in connection with the Registration
Statement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
do hereby agree as follows:
Section 1 THE COMPANY'S OBLIGATIONS IN REGISTRATION. The Company
hereby agrees that it will:
(a) prepare and file with the Securities and Exchange Commission (the
"Commission") the Registration Statement with respect to the Securities and
use its best efforts to cause the Registration Statement to become and remain
effective during the period required for the distribution of the Securities;
provided, however, that the Company shall have the right at any time and in
its sole discretion, to determine that it is necessary to terminate the
registration of the Securities and withdraw the Registration Statement;
(b) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in
connection therewith as may be necessary to keep the Registration Statement
effective and to comply with the provisions of the Securities Act with
respect to the disposition of the Securities covered by the Registration
Statement in accordance with the intended methods of disposition set forth in
the Registration Statement;
(c) furnish to the Selling Stockholder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as the Selling
Stockholder may reasonably request in order to facilitate the disposition of
the Securities;
(d) use its best efforts to register or qualify the Securities under
such other securities or blue sky laws of such jurisdictions as the Selling
Stockholder shall reasonably request, and do any and all other acts and
things to so register or qualify which may be reasonably necessary or
advisable to enable the Selling Stockholder to consummate the disposition in
such jurisdictions of the Securities; and
(e) if the distribution of the Securities is to be underwritten, join
with the Selling Stockholder and the underwriter in the execution and
delivery of an underwriting agreement, which shall include such
representations and warranties and covenants of the Company and such other
provisions as are customary at the time in an underwriting agreement for an
underwritten secondary offering.
<PAGE>
Section 2 PAYMENT OF REGISTRATION EXPENSES. The costs and expenses of
all registrations and qualifications under the Securities Act, and of all
other actions the Company is required to take or effect pursuant to this
Agreement shall be paid by the Selling Stockholder (including, without
limitation, all registration, qualification and filing fees, printing
expenses, expenses of distributing prospectuses and other documents, fees and
disbursements of counsel for the Company and counsel for the Selling
Stockholder, and expenses of any special audits incident to or required in
connection with any such registration).
Section 3 THE COMPANY'S INDEMNIFICATION. The Company hereby agrees to
indemnify and hold harmless the Selling Stockholder and any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, estate, unincorporated organization or government (or any agency or
political subdivision thereof) (collectively a "Person"), if any, who
controls the Selling Stockholder within the meaning of the Securities Act and
each other Person (including underwriters) who participates in the offering
of the Securities against any losses, claims, damages or liabilities, joint
or several, to which the Selling Stockholder or such controlling Person or
participating Person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained, on the
effective date thereof, in the Registration Statement, in any preliminary
prospectus or final prospectus contained therein, or in any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
the Selling Stockholder or such controlling Person or participating Person in
connection with investigating or defending any such loss, claim, damage,
liability or proceeding; PROVIDED, HOWEVER, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in the Registration
Statement, said preliminary or final prospectus or said amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by the Selling Stockholder or such controlling or
participating person, as the case may be, specifically for use in the
preparation thereof or (ii) an untrue statement or alleged untrue statement,
omission or alleged omission in a prospectus if such untrue statement or
alleged untrue statement, omission or alleged omission is corrected in an
amendment or supplement to the prospectus which amendment or supplement is
delivered to the Selling Stockholder and the Selling Stockholder thereafter
fails to deliver such prospectus as so amended or supplemented prior to or
concurrently with the sale of the Securities to the Person asserting such
loss, claim, damage, liability or expense.
Section 4 SELLING STOCKHOLDER'S INDEMNIFICATION. The Selling
Stockholder agrees to indemnify and hold harmless the Company, each other
Person referred to in subparts (1), (2) and (3) of Section 11(a) of the
Securities Act in respect of the Registration Statement and each other
Person, if any, which controls the Company within the meaning of the
Securities Act against any losses, claims, damages or liabilities, joint or
several, to which the Company, or such other Person or such Person
controlling the Company may become subject under the Securities Act or
otherwise, but only to the extent that such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in the Registration Statement, in
any preliminary prospectus or final prospectus contained therein or in any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
which, in each such case, has been made in or omitted from the Registration
Statement, said preliminary or final prospectus or said amendment or
supplement in reliance upon, and in conformity with, written information
furnished to the Company by the Selling Stockholder specifically for use in
the preparation thereof. The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the
same extent as provided above, with respect to information with respect to
such Persons so furnished in writing by such Persons specifically for
inclusion in any prospectus or the Registration Statement.
-2-
<PAGE>
Section 5 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled
to indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless, in such indemnified party's reasonable
judgment, a conflict of interest may exist between such indemnified and
indemnifying parties with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. Whether or not such defense is assumed
by the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its consent (but such consent will
not be unreasonably withheld). No indemnifying party will consent to the
entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation. An indemnifying party who is not entitled to, or elects not to,
assume the defense of the claim, will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other such indemnified parties with respect to
such claim, in which event the indemnifying party shall be obligated to pay
the fees and expenses of such additional counsel or counsels.
If for any reason the indemnification provided for in this Agreement is
unavailable to an indemnified party as contemplated thereby, the indemnifying
party shall contribute to the amount paid or payable by the indemnified party
as a result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of
the indemnified party and the indemnifying party, as well as any other
relevant equitable considerations. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of
fraudulent misrepresentation.
Section 6 UNDERWRITING AGREEMENT INDEMNIFICATION PROVISIONS.
Notwithstanding the provisions of Sections 3 and 4 hereof, if an underwriting
agreement executed by the Company and the Selling Stockholder shall contain
indemnification, contribution and related procedural provisions in a form
customary to the underwriter which are substantially to the same effect as
the provisions provided for in Sections 3 and 4 hereof, the indemnification
provisions contained in such underwriting agreement shall control and shall
supersede the indemnification provisions set forth in Sections 3 and 4 hereof.
Section 7 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the law of the State of Georgia.
Section 8 HEADINGS. The headings of the Sections of this Agreement
have been inserted for convenience of reference only, and shall not be deemed
to constitute a part hereof.
Section 9 INDEPENDENCE OF COVENANTS. Each covenant made by the Company
herein is independent of each other covenant so made. The fact that the
operation of any such covenant permits a particular action to be taken or
condition to exist does not mean that such action or condition is not
prohibited, restricted or conditioned by the operation of the provisions of
any other covenant herein.
Section 10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the parties hereto and their respective successors and assigns, and
shall inure to the benefit of and be enforceable by the parties hereto and
their respective successors and assigns permitted hereunder.
Section 11 AMENDMENT AND WAIVER. This Agreement may be amended or
supplemented, and the observance of any term hereof may be waived, with the
written consent of the Company and the Selling Stockholder.
Section 12 COUNTERPARTS. This Agreement may be executed and delivered
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument.
-3-
<PAGE>
IN WITNESS WHEREOF, the Company and the Selling Stockholder have caused
their names to be signed hereto by the respective officers thereunto duly
authorized as of the day and year first above written.
CAMERON ASHLEY BUILDING PRODUCTS, INC.
By:
-------------------------------
Name: Dixon McElwee
Title: Chief Financial Officer
CGW SOUTHEAST PARTNERS I, L.P.
By:
-------------------------------
Name: William A. Davies
Title: Managing Director
-4-
