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FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cameron Ashley Building Products, Inc.
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(Exact name of registrant as specified in its Charter)
Georgia 58-1984957
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
11651 Plano Road, Dallas, Texas 75243
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, no par value The New York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
_________________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered.
Common Stock, No Par Value
The capital stock of Cameron Ashley Building Products, Inc. (the
"Company" or the "Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Common Stock, no par value per share.
The Company's Articles of Incorporation, as amended as of the date hereof,
authorize the issuance of 20,100,000 shares of capital stock, of which
20,000,000 shares are designated Common Stock and 100,000 shares are designated
Preferred Stock. The holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the shareholders. The
holders of Common Stock are not entitled to cumulate voting rights with respect
to the election of directors. Subject to preferences that may be applicable to
any then outstanding shares of the Registrant's Preferred Stock, holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, holders of the
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference, if any, of any then outstanding
Preferred Stock. Holders of Common Stock have no preemptive, conversion or any
other rights to subscribe for additional securities of the Company. There are
no redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are validly issued, fully paid and
nonassessable.
Certain provisions of the Company's Articles of Incorporation, as
amended, were designed to make the Company a less attractive target for
acquisition by an outsider who does not have the support of the Board of
Directors. These provisions: (i) permit shareholders, with certain
qualifications, to amend the Company's bylaws only by the affirmative vote of
eighty percent (80%) or more of the shares entitled to vote; (ii) provide for a
classified Board of Directors; (iii) provide that directors may only be removed
for cause by the affirmative vote of a majority of the shares entitled to vote;
and (iv) provide that at least eighty percent (80%) of shares entitled to vote
must approve certain amendments to the Articles of Incorporation. While the
foregoing provisions will not necessarily prevent take-over attempts, they may
discourage an attempt to obtain control of the Company in a transaction not
approved by the Company's Board of Directors by making it more difficult for a
third party to obtain control in a short time and impose its will on other
shareholders of the Company.
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Cameron Ashley Building Products, Inc.
Date: June 4, 1998
By: /s/ J. Andrew Kerner
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J. Andrew Kerner
Executive Vice President-
Chief Financial Officer
and Treasurer
