CAMERON ASHLEY BUILDING PRODUCTS INC, S-3, 1998-06-02

CAMERON ASHLEY BUILDING PRODUCTS INC
S-3, 1998-06-02
LUMBER & OTHER CONSTRUCTION MATERIALS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1998
REGISTRATION NO. 333-
================================================================================

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 of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

CAMERON ASHLEY BUILDING PRODUCTS, INC.
11651 PLANO ROAD
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
VICE PRESIDENT -- GENERAL COUNSEL AND SECRETARY
CAMERON ASHLEY BUILDING PRODUCTS, INC.
11651 PLANO ROAD
DALLAS, TEXAS 75243
(214) 860-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
------------------------

Copies to:

<TABLE>
<S> <C>
GUY KERR THOMAS P. MASON
LOCKE PURNELL RAIN HARRELL ANDREWS & KURTH L.L.P.
(A PROFESSIONAL CORPORATION) 600 TRAVIS, SUITE 4200
2200 ROSS AVENUE, SUITE 2200 HOUSTON, TEXAS 77002
DALLAS, TEXAS 75201-6776 (713) 220-4200
(214) 740-8000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
------------------------

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: [ ]

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>
=========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value.................. 3,450,000(1) $ --(2) $58,650,000(2) $17,301.75
- -------------------------------------------------------------------------------------------------------------------------
Rights To Purchase Series A Preferred
Stock..................................... (3) (3) (3) (3)
=========================================================================================================================
</TABLE>

(1) Includes 450,000 shares as to which the Company has granted the Underwriters
an option to cover over-allotments.

(2) Estimated solely for purposes of calculating the registration fee based upon
the average of the high and low reported sales prices on the NASDAQ National
Market of a share of Common Stock on May 28, 1998.

(3) There are hereby registered Rights to Purchase Series A Preferred Stock
("Rights"), which Rights (i) are related to shares of Common Stock in the
ratio of one Right to one share, (ii) are not evidenced by separate
certificates and (iii) may not be transferred except upon transfer of the
related shares of Common Stock. The value attributable to the Rights is
reflected in the market value of the related shares of Common Stock and,
therefore, the inclusion of the Rights does not increase the proposed
maximum offering price under this Registration Statement. Consequently, no
additional registration fee is payable for the registration of the Rights.

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.
================================================================================
<PAGE> 2

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.

SUBJECT TO COMPLETION, DATED JUNE 2, 1998

3,000,000 Shares

CAMERON ASHLEY LOGO

CAMERON ASHLEY BUILDING PRODUCTS, INC.

Common Stock
(No par value)

------------------

Of the 3,000,000 shares of common stock, no par value ("Common Stock"), of
Cameron Ashley Building Products, Inc. ("Cameron Ashley" or the "Company")
offered hereby (the "Offering"), 1,641,879 shares are being sold by
Cameron Ashley and 1,358,121 shares are being sold by the Selling
Shareholders named herein under "Selling Shareholders." The
Company will not receive any of the proceeds from the sale
of shares by the Selling Shareholders.

The Common Stock is listed on the Nasdaq Stock Market's National Market
("Nasdaq") under the symbol "CABP." On June 1, 1998, the last reported sale
price of the Common Stock on the Nasdaq was $17.50 per share. The
Company has made application to list the Common Stock on the New
York Stock Exchange ("NYSE") under the symbol "CAB" and it is
expected that the Common Stock will begin to trade on the
NYSE on or about June 17, 1998. See "Price Range of
Common Stock and Dividend Policy."

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 9.

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.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS COMPANY(1) SHAREHOLDERS
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Per Share.................. $ $ $ $
Total(2)................... $ $ $ $
</TABLE>

(1) Before deduction of expenses payable by the Company, estimated at
$ .
(2) The Company has granted the Underwriters an option, exercisable for 30 days
from the date of this Prospectus, to purchase a maximum of 450,000
additional shares to cover over-allotments of shares. If the option is
exercised in full, the total Price to Public will be $ ,
Underwriting Discounts and Commissions will be $ , Proceeds to
Company will be $ and Proceeds to Selling Shareholders will be
$ .

The shares are offered by the several Underwriters when, as and if
delivered to and accepted by the Underwriters and subject to their right to
reject orders in whole or in part. It is expected that the shares will be ready
for delivery on or about , 1998, against payment in immediately
available funds.

CREDIT SUISSE FIRST BOSTON
SBC WARBURG DILLON READ INC.
WHEAT FIRST UNION

Prospectus dated , 1998.
<PAGE> 3

[PICTURE DEPICTING MAP OF THE COMPANY'S BRANCH LOCATIONS AND
PHOTOGRAPH OF THE COMPANY'S PRODUCTS AND OPERATIONS.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES OFFERED
HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE SHORT
COVERING TRANSACTIONS, PENALTY BIDS AND PASSIVE MARKET MAKING. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Company's consolidated financial statements and notes
thereto appearing elsewhere in this Prospectus. This Prospectus contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth under "Risk Factors" and elsewhere in this Prospectus. References in this
Prospectus to the Company shall refer collectively to Cameron Ashley Building
Products, Inc., together with its principal operating subsidiaries Wm. Cameron &
Co. ("Cameron"), Ashley Aluminum, Inc. ("Ashley"), Cameron Ashley Canada, Inc.
("CA Canada") and Cameron Ashley Financial Services, Inc. ("CAFS"). Unless
otherwise noted, all share and per share information in this Prospectus assumes
no exercise of the Underwriters' over-allotment option. The Company's fiscal
year ends on October 31.

THE COMPANY

The Company is a leading North American distributor of a broad line of
building products that are used principally in home improvement, remodeling and
repair work and in new residential and commercial construction. The Company's
product lines include roofing, millwork, pool and patio enclosure materials,
insulation, vinyl siding, industrial metals and a variety of other building
materials. The Company distributes its products through its extensive 145-branch
network to independent building materials dealers, professional builders, large
contractors and mass merchandisers and national co-ops in all 50 states and
Canada.

Since its formation in 1991, the Company has pursued a strategy of
establishing a national building products distribution network through the
acquisition of independent building products distributors. As a result of
acquisitions and internal growth, the Company grew from $134.8 million in
revenue in fiscal 1991 to $761.6 million in fiscal 1997, representing a compound
annual growth rate of 33%. Over the same period, the Company completed 32
acquisitions and added 105 distribution facilities.

According to the Home Improvement Research Institute, building products
sales to contractors in the new housing and home repair and remodeling markets
grew from approximately $70.5 billion in 1991 to approximately $105.6 billion in
1996, representing a compound annual growth rate of 8.4%. The wholesale building
products distribution industry, which distributes to these markets, is highly
fragmented. According to the National Home Center News, sales by the 150 largest
building materials wholesale distributors were approximately $28.3 billion in
1996, representing only 26.8% of the $105.6 billion in total sales to building
contractors. Many distributors in the building materials industry are small,
privately-held companies which generally lack the purchasing power of a larger
entity and may also lack the broad lines of products and sophisticated inventory
management and control systems typically needed to operate a multi-branch
distribution network. The increasingly competitive environment faced by smaller
distributors has prompted a trend toward industry consolidation which management
believes offers significant opportunities for the Company.

STRATEGY

The Company's primary strategic objective is to be a leading consolidator
of wholesale building products distributors in North America while accelerating
internal growth and enhancing profitability. Since 1991, the Company has pursued
a strategy of aggressive growth through acquisitions and development of the
management and operational expertise required to be a leader in the industry. As
the Company moves into the next phase of its development, management plans to
(i) continue to expand through selective acquisitions, (ii) accelerate internal
growth and (iii) capitalize on the economies of scale of its North American
network. By pursuing these initiatives, the Company seeks to achieve superior
sales and profit growth relative to its competitors, provide building products
manufacturers with a unified North American distribution network and increase
its market share with national account retailers, developers, builders and
manufactured housing companies.

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<PAGE> 5

CONTINUE TO EXPAND THROUGH SELECTIVE ACQUISITIONS

ACCELERATE INTERNAL GROWTH

The Company is pursuing several strategies designed to accelerate internal
growth. These strategies include:

Enhancing Relationships with National and Regional Accounts. The Company is
expanding its sales to national and regional home center chains and hardware
co-ops by establishing programs with national vendors which enable these vendors
to rapidly replenish the special inventory needs of their large national
accounts. In addition, the Company has also developed services which provide
special order capabilities for niche products and in-store merchandising
services to its customers. Management believes that its extensive North American
network uniquely positions the Company to provide these services to national and
regional accounts.

Expanding Presence in Large Builder, Developer and Manufactured Housing
Segments. Management believes that its distribution and service network also
provides it with significant growth opportunities in the large national and
regional builder, developer and manufactured housing market segments where the
Company currently has a limited presence. Management believes additional
expansion of the Company's geographic network through acquisitions will improve
its ability to service these market segments.

The Company, through its wholly owned financial services subsidiary, CAFS,
provides home improvement financing through the Company's contractor and dealer
network. Over the past eighteen months, the branches that have offered these
financial services have experienced increased same-branch sales growth. Until
recently, CAFS underwrote, funded, processed and serviced these loans. In the
future, the Company intends to transfer these functions to an established
financial services partner. This will permit the Company to continue to offer
home improvement financing through its contractor and dealer network as a means
to accelerate same-branch sales growth while allowing the Company to outsource
many of the related operational requirements and minimize the Company's
financial commitments. The Company is currently in discussions with several
financial services companies.

Enhancing Branch Management Capability. A key aspect of the Company's
strategy is a decentralized operating philosophy which seeks to maximize the
Company's responsiveness to customers' needs and to give branch managers a sense
of responsibility and accountability for the performance of their own
operations. Selling and operational capabilities at the branch level are
critical to achieving the Company's overall sales and profit objectives. To
enhance branch management capabilities, the Company has implemented a number of
initiatives which include (i) providing two weeks of intensive classroom
training at one of the country's leading distribution
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management programs, (ii) investing in training courses focusing on professional
selling skills and time and territory management and (iii) providing ongoing
training in standardized branch processes and procedures.

CAPITALIZE ON ECONOMIES OF SCALE

Capturing Purchasing Economies. As a significant customer to many of its
vendors, the Company is able to obtain competitive pricing and purchasing terms,
ensure timely delivery of products and maintain appropriate inventory
availability. The Company generally negotiates with its vendors on a
company-wide or regional basis to obtain volume discounts and other favorable
terms and encourages its individual branch managers to take advantage of such
favorable terms when making purchasing decisions. To help strengthen the
Company's overall purchasing economics, management recently initiated a
preferred vendor program that will maintain regional flexibility, but will also
reduce the number of vendors in several major product categories. Management
believes that further opportunities to realize purchasing economies exist within
all product categories and operating expense areas and intends to pursue such
opportunities to enhance profitability.

Upgrading Business Information Systems. Management believes that
information technology to support organization-wide decision making is critical
to achieving the Company's sales and profit objectives. The Company is in the
process of implementing a new information system in the Cameron division to
allow it to reduce operating and administrative costs and to improve customer
service, pricing management and inventory and logistics management.

Increasing Operating Efficiencies. The Company centralizes many
administrative functions such as accounting and finance, employee benefits,
insurance, human resources, legal and national account sales efforts both to
achieve economies of scale and to help branch management remain focused on
maximizing sales and profitability of their locations. In an effort to reduce
operating expenses, the Company recently launched cost reduction efforts across
many administrative functions and management believes there will continue to be
opportunities to eliminate redundant functions and facilities from time to time,
particularly through operating synergies resulting from additional acquisitions.

RECENT DEVELOPMENTS

The Company recently entered into a letter of intent to acquire certain
assets and liabilities of APi Supply Company, headquartered in Minneapolis,
Minnesota. APi Supply Company, which had revenues of approximately $135 million
in its most recent fiscal year, is a wholesale distributor of roofing, siding,
insulation and millwork products, and sells primarily to retail lumber dealers
and home centers throughout the Midwest. APi Supply Company has nine locations
in Minnesota, Wisconsin, North Dakota, South Dakota, Iowa, Montana and Illinois.
The acquisition of APi Supply Company will enable the Company to enter several
new geographic markets and provide its national accounts with expanded coverage.
The consideration to be paid by the Company for APi Supply Company is estimated
to be approximately $ million in cash and a warrant to purchase 200,000
shares of the Company's Common Stock. The acquisition is expected to close in
June 1998. In addition, the Company recently entered into letters of intent to
acquire three other companies with combined annual revenues in their latest
fiscal years of approximately $45 million. See "Business -- Acquisition
History."

5
<PAGE> 7

THE OFFERING

<TABLE>
<CAPTION>
<S> <C>
Common Stock offered by the Company.................. 1,641,879 shares

Common Stock offered by the
Selling Shareholders............................... 1,358,121 shares

Common Stock to be outstanding
after the Offering................................. 11,003,879 shares(1)

Use of proceeds by the Company....................... To repay outstanding bank debt, for seasonal working
capital needs and for general corporate purposes,
including possible future acquisitions.

Nasdaq National Market Symbol(2)..................... CABP
</TABLE>

- -------------------------

(1) Based on the number of shares outstanding as of May 19, 1998. Excludes as of
May 19, 1998 (i) shares of Common Stock issuable upon exercise of
outstanding stock options granted under the Company's long term incentive
plans, (ii) shares of Common Stock reserved for future issuance
under such plans and (iii) warrants to purchase 200,000 shares expected to
be issued in connection with the pending acquisition of APi Supply Company.
Pursuant to its shareholder rights plan, the Company has issued certain
preferred stock purchase rights that accompany the outstanding shares of
Common Stock, including the shares to be sold in the Offering. Shares
outstanding excludes 440,521 shares of treasury stock issued and held in
treasury by the Company.

(2) Application has been made to list the Common Stock on the NYSE. It is
expected that the Common Stock will begin to trade on the NYSE under the
symbol "CAB" on or about June 17, 1998.

The executive offices of the Company are located at 11651 Plano Road,
Dallas, Texas 75243. The Company's telephone number is (214) 860-5100.

6
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The summary consolidated financial data presented below as of and for the
years ended October 31, 1993, 1994, 1995, 1996 and 1997 have been derived from
audited consolidated financial statements of the Company and the related notes
thereto, incorporated by reference in this Prospectus. The summary consolidated
financial data as of and for the six months ended April 30, 1997 and 1998 have
been derived from unaudited interim financial statements of the Company and the
related notes thereto, incorporated by reference in this Prospectus. Operating
results for interim periods are not necessarily indicative of results for the
entire fiscal year. The following data should be read in conjunction with the
"Selected Consolidated Financial Data" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Prospectus, and with the consolidated financial statements of the Company and
the notes thereto, which are incorporated by reference in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL YEAR ENDED OCTOBER 31, APRIL 30,
--------------------------------------------------------- --------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- --------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue............................ $224,014 $296,268 $503,691 $ 604,710 $761,590 $316,347 $363,986
Cost of sales...................... 173,890 234,367 408,528 485,595 611,753 253,380 290,521
-------- -------- -------- --------- -------- -------- --------
Gross profit....................... 50,124 61,901 95,163 119,115 149,837 62,967 73,465
Operating expenses................. 38,093 45,502 75,927 95,689 125,684 53,221 63,541
Re-engineering and system
conversion costs(1).............. -- -- -- -- -- -- 923
-------- -------- -------- --------- -------- -------- --------
Income from operations............. 12,031 16,399 19,236 23,426(4) 24,153(5) 9,746 9,001
Interest expense................... 2,983 2,333 3,376 3,910 5,750 2,542 3,421
-------- -------- -------- --------- -------- -------- --------
Income before income taxes......... 9,048 14,066 15,860 19,516 18,403 7,204 5,580
Provision for income taxes ........ 3,335 5,366 5,985 7,447 7,084 2,723 2,192
-------- -------- -------- --------- -------- -------- --------
Income before extraordinary
charge........................... 5,713 8,700 9,875 12,069 11,319 4,481 3,388
Extraordinary charge -- early
extinguishment of debt, net of
tax.............................. -- -- -- 245 -- -- --
-------- -------- -------- --------- -------- -------- --------
Net income......................... $ 5,713 $ 8,700 $ 9,875 $ 11,824 $ 11,319 $ 4,481 $ 3,388
======== ======== ======== ========= ======== ======== ========
Net income per share before
extraordinary charge(2):
Basic............................ $ 1.28 $ 1.55 $ 1.19 $ 1.36(4) $ 1.23(5) $ 0.49 $ 0.36
Diluted.......................... 1.14 1.40 1.15 1.31(4) 1.20(5) 0.48 0.35
======== ======== ======== ========= ======== ======== ========
Income per share(2):
Basic............................ $ 1.28 $ 1.55 $ 1.19 $ 1.33(4) $ 1.23(5) $ 0.49 $ 0.36
Diluted.......................... 1.14 1.40 1.15 1.28(4) 1.20(5) 0.48 0.35
======== ======== ======== ========= ======== ======== ========
Weighted average shares
outstanding(2):
Basic............................ 4,446 5,620 8,311 8,903 9,210 9,151 9,336
Diluted.......................... 5,026 6,222 8,580 9,196 9,443 9,392 9,608
OTHER DATA:
EBITDA(3).......................... $ 15,370 $ 19,756 $ 23,984 $ 29,701 $ 33,482 $ 13,240 $ 13,315
Capital expenditures............... $ 1,833 $ 2,232 $ 4,505 $ 8,933 $ 11,236 $ 6,321 $ 3,995
Branches at end of period.......... 49 66 93 107 145 135 145
</TABLE>

<TABLE>
<CAPTION>
APRIL 30, 1998
--------------------------
ACTUAL AS ADJUSTED(6)
-------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $173,373
Total assets................................................ 334,974
Long-term debt, less current maturities..................... 131,847
Shareholders' equity........................................ 112,950
</TABLE>

- ---------------

(1) Costs related to the implementation of the Company's new information system
which were recognized as an operating expense in the period incurred.

(2) Restated to reflect the adoption of Statement of Financial Accounting
Standard No. 128, "Earnings Per Share".

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<PAGE> 9

construed as an alternative to net income as a measure of the Company's
operating results or to cash flows from operating activities (determined in
accordance with generally accepted accounting principles) as a measure of
liquidity.

(4) During the fourth quarter, the Company incurred a $0.6 million charge
related to the consolidation of its operations in Spokane, Washington which
had a $0.04 impact on basic and diluted earnings per share ("EPS").

(5) During the fourth quarter of fiscal 1997, the Company recorded a pre-tax
charge of $5.6 million, which increased cost of sales by $0.5 million and
operating expenses by $5.1 million. The charge had a $0.36 impact on basic
and diluted EPS. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- General."

(6) As adjusted to reflect the sale by the Company of 1,641,879 shares of Common
Stock and the application of the proceeds as described in "Use of Proceeds"
(at an assumed public offering price of $ per share and after deducting
the estimated underwriting discount and offering expenses).

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<PAGE> 10

RISK FACTORS

This Prospectus contains forward-looking statements that are based on the
beliefs of, and estimates and assumptions made by and information currently
available to, the Company's management. When used in this Prospectus, the words
"anticipates," "believes," "estimates," "expects," "intends," "foresees,"
"projects," "forecasts," "predicts," "plans" and similar words, as they relate
to the Company or the Company's management, may identify forward-looking
statements. Such statements are subject to known and unknown risks and
uncertainties. Actual results and events may differ materially from those
discussed in the forward-looking statements. The factors discussed below and
elsewhere in this Prospectus are among those that might cause such a difference.
Prospective investors should carefully consider these factors in evaluating the
Company and its business before purchasing shares of Common Stock offered
hereby.

RISKS OF ACQUISITION STRATEGY

A significant portion of the Company's growth strategy is based upon the
acquisition of other building products distributors. During the normal course of
its business, the Company pursues suitable acquisition opportunities in selected
markets. 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 terms favorable to the Company. In addition, no assurance
can be given that the Company will continue to be successful in integrating
acquired businesses into its existing operations. Future acquisitions may
require additional capital and the consent of the Company's lender(s). Such
acquisitions may be financed in part through the incurrence of additional
indebtedness or through the issuance of Common Stock (including the Common Stock
to be issued pursuant to this Offering) or the issuance of equity-linked
securities, which may have dilutive effects for the Company's shareholders.
Furthermore, there can be no assurance that competition for acquisition
opportunities in the building products distribution marketplace will not
escalate, thereby increasing the cost to the Company of making further
acquisitions or causing the Company to refrain from making further acquisitions.
Moreover, future acquisitions could result in the accumulation of substantial
goodwill and intangible assets, which may result in substantial amortization
charges to the Company which could have a material adverse effect on the
Company's financial condition and results of operations. See
"Business -- Strategy."

MANAGEMENT OF GROWTH

Over recent years, and as a consequence of its acquisition strategy, the
Company has experienced rapid growth. The Company may experience difficulty
securing personnel, improving infrastructure and business information systems or
overcoming other difficulties associated with growth. There can be no assurance
that the Company will be able to manage future changes in the size of its
business successfully or that difficulties in doing so will not have a material
adverse effect on the Company's financial condition and results of operations.
See "Business -- Strategy."

SEASONALITY

The business of the Company is, to a significant degree, seasonal. Because
most of the building products distributed by the Company are intended for
exterior use, sales by the Company tend to be lower during periods of inclement
weather; this is particularly true with respect to the Company's Canadian and
Northern United States operations. Accordingly, weather conditions occurring
during the first and second quarters (November - April) of the Company's fiscal
year usually result in the generation of lower sales revenues during those time
periods than in other periods of the Company's fiscal year. The Company
anticipates that these seasonal fluctuations will continue in the future. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Seasonality" and "Business -- Seasonality."

DEPENDENCE ON MARKET ECONOMIC CONDITIONS

Demand for the Company's services depends significantly upon the national
and local home improvement and remodeling, new residential and commercial
construction markets. The level of activity in the new residential and home
improvement construction market depends on new housing starts and residential
renovation projects,

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<PAGE> 11

which are a function of many factors, including the general demand for housing,
interest rates, availability of financing, housing affordability, levels of
unemployment, shifting demographic trends, gross domestic product growth and
consumer confidence. The level of activity in the commercial construction market
depends largely on vacancy and absorption rates, interest rates, regional
economic outlooks, the availability of financing and general economic
conditions. Consequently, the level of activity in the commercial, new
residential and home improvement construction markets is determined by factors
that are not within the Company's control. Moreover, since such markets are
sensitive to cyclical changes in the economy, future downturns in the economy or
lack of further improvement in the economy could have a material adverse effect
on the Company's financial condition and results of operations.

COMPETITION

The building products industry is highly competitive and fragmented. The
principal competitive factors in this industry are availability of materials and
supplies, pricing of products, availability of credit, technical product
knowledge with respect to application and usage, and advisory and other service
capabilities. The Company's competition varies by product line, customer
classification and geographic market. The Company competes with many local,
regional, and in certain markets and product categories, other national building
products distributors, such as ABC Supply and Rugby Building Products. The
Company also competes with major product manufacturers with national
distribution capability, such as Georgia-Pacific, Weyerhaeuser and others that
engage in direct sales; however, the Company also acts as a distributor for
certain products of these manufacturers. The Company also, to a lesser extent,
competes with the large home center chains, such as Eagle Home Centers, The Home
Depot and Lowe's, for business from smaller contractors. There can be no
assurance that competition from such large home center chains will not, in the
future, include competition for the business of larger contractors. Certain of
the companies that compete with the Company have substantially greater financial
and other resources than those of the Company. No assurance can be given that
the Company will be able to respond effectively to the competitive pressures
created by these entities. Increased competition by existing and future
competitors could result in reductions in sales and pricing of the Company's
distribution services that could materially adversely affect the Company's
financial condition and results of operations. Furthermore, as the Company seeks
to increase market penetration through its strategic acquisitions and internal
growth, its success will depend, in part, on its ability to gain market share
from established competitors. See "Business -- Competition."

NEW COMPUTER SYSTEM

In the fourth quarter of 1997, the Company initiated a re-engineering
project in the Cameron division centered around a new information system using
J. D. Edwards software and IBM hardware. The project, fully launched in the
second quarter of fiscal 1998, is estimated to cost $11 million in total and is
expected to be completed in 1999. There can be no assurance that delays in the
implementation of the new system or problems with the system's functionality or
otherwise will not have a material adverse effect on the Company's financial
condition and results of operations. See "Management's Discussion and Analysis
of Financial Condition And Results of Operations" and "Business -- Information
Technology."

YEAR 2000 COMPLIANCE

The Company utilizes a significant number of computer software programs and
operating systems in its internal operations, including applications used in
financial business systems and in various administration functions. To the
extent that these software applications contain source code that is unable to
appropriately interpret the upcoming calendar year 2000, some level of
modification or possible replacement of such source code or applications will be
necessary. The new software associated with the re-engineering project has been
represented by J. D. Edwards to be year 2000 compliant. The Company is still
analyzing its various software applications and, to the extent to which they are
not fully year 2000 compliant, the costs necessary to update its software or the
potential systems interruptions resulting from compliance failure may have a
material adverse effect on the Company's financial condition and results of
operations. Furthermore, there can be no assurance that the Company's customers
and vendors are or will be year 2000 compliant. Failure of the Company's
customers

10
<PAGE> 12

and vendors to achieve year 2000 compliance could have a material adverse effect
on the Company's financial condition and results of operations. See
"Business -- Information Technology."

SUPPLY OF PRODUCTS

The Company distributes building products manufactured by a number of major
vendors. As is customary in this industry, the Company does not have long-term
contracts with any of its major vendors. Although the Company believes it has
access to similar products from competing vendors, any disruption in the
Company's sources of supply, particularly of the most commonly sold items, could
have a material adverse effect upon the Company's results of operations and
financial condition. In addition, the Company is subject to the risks of
obtaining products in Canada, including adverse fluctuations in currency
exchange rates, increases in import duties, decreases in quotas, and increased
customs regulations. The occurrence of any one or more of the foregoing could
adversely affect the Company's results of operations and financial condition.
Supply shortages occur at times as a result of unanticipated demand or
production difficulties. In such cases, building material suppliers often
allocate products among distributors. Future supply shortages may occur from
time to time and may have a short-term material adverse effect on the Company's
results of operations and financial condition.

SUPPLY OF COMMODITIES

The financial performance of the Company is directly influenced by the cost
of certain commodity products, such as aluminum and wood products. The prices of
such commodity products are subject to significant volatility. There can be no
assurances that the manufacturer vendors of the Company will continue to have
available to them these commodity products at reasonable prices or that
significant increases in the costs of such commodities will not materially
adversely affect the operations of the Company as a consequence of the increased
burden on the Company's manufacturer vendors resulting from such increases in
the costs of these commodity products.

RELIANCE ON EXECUTIVE OFFICERS AND OTHER KEY PERSONNEL

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 operations. The Company's continued growth and development depends
in significant part on its ability to retain these executive officers and on the
ability of such officers to manage the Company's growth successfully. The
continued growth and development of the Company will also depend upon its
ability to attract and retain qualified managers, salespersons and other key
employees. See "Management."

INTERNATIONAL OPERATIONS

A portion of the Company's current distribution operations are carried out
in Canada and the Company intends to devote significant marketing and sales
efforts over the next several years to increase its sales to Canadian customers.
The Company's Canadian sales were approximately 10.9% of the Company's total
revenue in the fiscal year ended October 31, 1997. The Company is subject to the
general risks of conducting business internationally, including political and
economic instability, unexpected changes in regulatory requirements,
fluctuations in currency exchange rates, tariffs and other barriers and
restrictions and the burdens of complying with a variety of foreign laws.
Although, to date, the Company has not experienced any material adverse effect
on its business as a result of such factors, there can be no assurance that such
factors will not in the future materially adversely impact the Company's
financial condition and results of operations or require the Company to modify
its business practices. The Company's future international sales may be
denominated in United States dollars, or Canadian dollars. The Company does not
currently engage in foreign currency hedging transactions. Consequently,
decreases in the value of the Canadian dollar relative to the United States
dollar could result in losses from transactions denominated in Canadian dollars.
With respect to the Company's Canadian sales that are United States
dollar-denominated, such decreases could render the Company's services less
price competitive.

ENVIRONMENTAL REGULATIONS

The Company is subject to a variety of local, state, federal and Canadian
governmental regulations relating to the storage, discharge, handling, emission,
generation, manufacture and disposal of toxic or other hazardous substances used
in connection with the products distributed by the Company. The failure to
comply with current or future regulations could result in the imposition of
substantial fines on the Company, suspension of production,
11
<PAGE> 13

alteration of its manufacturing processes or cessation of operations and have a
material adverse affect on the Company's financial condition and results of
operations.

RESTRICTIVE COVENANTS

The Company's financing agreements include various restrictive covenants
and financial ratios and tests that must be complied with. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operation -- Liquidity and Capital Resources." There can be no assurance that
these requirements will be met in the future. Failure to meet these requirements
could have a material adverse effect on the Company's ability to make
acquisitions and otherwise carry out its business in the future.

ANTI-TAKEOVER PROVISIONS

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 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.

As a Georgia corporation, the Company is subject to Section 14-2-1132 (the
"Interested Shareholder Statute") of the Georgia Business Corporation Code,
which prohibits any resident domestic corporation, such as the Company, from
engaging in certain "business combinations" with any "interested shareholder"
for a period of five (5) years after the bidder has become an interested
shareholder, unless it satisfies one of several exceptions including, among
others, the approval by the board of directors of either: (i) the business
combination prior to the time the bidder became an interested shareholder; or
(ii) the transaction which resulted in the bidder's becoming an interested
shareholder. The Statute provides that if a bidder acquires 10% or more of a
company's stock it is deemed to be an "interested shareholder."

On August 19, 1997, the Board of Directors of the Company adopted a
shareholder rights plan (the "Rights Plan") and declared a dividend distribution
of one right (the "Right") for each outstanding share of the Company's Common
Stock to shareholders of record at the close of business on September 10, 1997.
Each Right entitles the registered holder to purchase from the Company 1/10,000
of a share of Series A Preferred Stock at a purchase price of $72 per 1/10,000
of a share, subject to adjustment. The Rights are exercisable only if a person
or group of affiliated persons acquires, or has announced the intent to acquire,
15% or more of the Company's Common Stock. The Rights Plan is specifically
designed to discourage a third party from attempting to acquire control of the
Company without first negotiating with the Company's Board of Directors.

POSSIBLE VOLATILITY OF STOCK PRICE

The market price for the Company's Common Stock has been and may continue
to be volatile. There can be no assurance that purchasers of the Common Stock
will be able to resell their Common Stock at prices equal to or greater than the
offering price. Numerous factors, including announcements of fluctuations in the
Company's or its competitors' operating results and market conditions for
building products distribution industry stocks in general, could have a
significant impact on the future price of the Common Stock. In addition, the
stock market in recent years has experienced significant price and volume
fluctuations that often have been unrelated or disproportionate to the operating
performance of companies. These broad fluctuations may adversely affect the
market price of the Common Stock. See "Price Range of Common Stock and Dividend
Policy."

12
<PAGE> 14

USE OF PROCEEDS

The net proceeds to the Company from the sale of 1,641,879 shares of Common
Stock offered by the Company hereby are estimated to be approximately
$ (approximately $ if the Underwriters' over-allotment option is
exercised in full), based on an assumed public offering price of per
share (the last reported sales price of the Common Stock on the Nasdaq National
Market on , 1998) and after deduction of the underwriting discounts and
commissions and estimated offering expenses payable by the Company.

The Company will not receive any of the proceeds from the sale of Common
Stock by the Selling Shareholders. See "Selling Shareholders."

The net proceeds from the sale of the shares of Common Stock will be used
by the Company to repay outstanding debt under the Company's bank credit
facilities. The bank credit facilities mature on January 15, 2002. Debt
outstanding under the bank credit facilities as of April 30, 1998 was $1.5
million, with a weighted average interest rate at such date of 5.525%. The
Company intends to use the remaining net proceeds for seasonal working capital
and other general corporate purposes, including possible future acquisitions.

Pending application of the net proceeds as described above, the Company
intends to invest such proceeds in short-term, investment grade, interest
bearing securities. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

13
<PAGE> 15

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is listed on the Nasdaq National Market under
the symbol "CABP". The Company has made application to list the Common Stock on
the NYSE under the symbol "CAB" and it is expected that the Common Stock will
begin to trade on the NYSE on or about June 17, 1998. The following table sets
forth, for the fiscal year periods indicated, the closing high and low sale
prices per share of the Common Stock on the Nasdaq National Market:

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Fiscal Year 1998
Third Quarter (through May 29, 1998)...................... $22.375 $17.000
Second Quarter (ended April 30, 1998)..................... 20.500 15.000
First Quarter (ended January 31, 1998).................... 19.000 13.750
Fiscal Year 1997
Fourth Quarter (ended October 31, 1997)................... 19.813 14.375
Third Quarter (ended July 31, 1997)....................... 14.875 12.000
Second Quarter (ended April 30, 1997)..................... 15.500 12.375
First Quarter (ended January 31, 1997).................... 15.000 11.500
Fiscal Year 1996
Fourth Quarter (ended October 31, 1996)................... 13.750 10.125
Third Quarter (ended July 31, 1996)....................... 13.125 9.750
Second Quarter (ended April 30, 1996)..................... 9.938 7.750
First Quarter (ended January 31, 1996).................... 10.625 7.500
</TABLE>

The last reported sales price per share of the Common Stock on the Nasdaq
National Market on May 29, 1998 was $17.50. As of , 1998, there were
approximately holders of record of the Common Stock.

The Company has never declared or paid any dividends on its Common Stock
and does not anticipate paying dividends on its Common Stock in the foreseeable
future. Any payment of future dividends will be at the discretion of the Board
of Directors of the Company and will depend on, among other things, the
Company's earnings, financial condition, capital requirements, level of
indebtedness, contractual restrictions with respect to the payment of dividends,
applicable state law and other factors that the Company's Board of Directors
deems relevant.

14
<PAGE> 16

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
April 30, 1998 and as adjusted to reflect the sale by the Company of 1,641,879
shares of Common Stock and the application of the proceeds as described in "Use
of Proceeds" (at an assumed public offering price of $ per share and
after deducting the estimated underwriting discount and offering expenses). This
table should be read in conjunction with the Consolidated Financial Statements
and notes thereto included or incorporated by reference elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
APRIL 30, 1998
----------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $ 30,914 $
======== ========
Long-term debt(1):
Unsecured senior notes (various maturities)............... 130,072
Bank credit facilities.................................... 1,478
Other..................................................... 297
-------- --------
Total long-term debt, less current maturities..... 131,847
Shareholders' equity:
Preferred Stock, no par value; authorized 100,000 shares;
no shares issued and outstanding.......................
Common Stock, no par value; authorized 20,000,000 shares;
9,797,283 shares issued and 9,356,762 shares
outstanding at April 30, 1998; and 11,439,162 shares
issued and 10,998,641 outstanding as adjusted (2)...... 63,644
Retained earnings......................................... 53,850
Treasury stock, at cost, 440,521 shares................... (4,296)
Foreign currency translation.............................. (248)
-------- --------
Total shareholders' equity........................ 112,950
-------- --------
Total capitalization.............................. $244,797 $
======== ========
</TABLE>

- ---------------

(1) For a description of the Company's long term debt, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources".

(2) Based on the number of shares outstanding as of April 30, 1998. Excludes as
of April 30, 1998 (i) shares of Common Stock issuable upon
exercise of outstanding stock options granted under the Company's long term
incentive plans, (ii) shares of Common Stock reserved for future
issuance under such plans and (iii) warrants to purchase 200,000 shares
expected to be issued in connection with the pending acquisition of APi
Supply Company. Pursuant to its shareholder rights plan, the Company has
issued certain preferred stock purchase rights that accompany the
outstanding shares of Common Stock, including the shares to be sold in the
Offering.

15
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The selected consolidated financial data presented below as of and for the
years ended October 31, 1993, 1994, 1995, 1996 and 1997 have been derived from
audited consolidated financial statements of the Company and the related notes
thereto incorporated by reference in this Prospectus. The selected consolidated
financial data as of and for the six months ended April 30, 1997 and 1998 have
been derived from unaudited interim financial statements of the Company and the
related notes thereto incorporated by reference in this Prospectus. Operating
results for interim periods are not necessarily indicative of results for the
entire fiscal year. The historical data set forth below should be read in
conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Prospectus and
the consolidated financial statements of the Company and the notes thereto which
are incorporated by reference in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL YEAR ENDED OCTOBER 31, APRIL 30,
------------------------------------------------------ -------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenue............................... $224,014 $296,268 $503,691 $604,710 $761,590 $316,347 $363,986
Cost of sales......................... 173,890 234,367 408,528 485,595 611,753 253,380 290,521
-------- -------- -------- -------- -------- -------- --------
Gross profit.......................... 50,124 61,901 95,163 119,115 149,837 62,967 73,465
Operating expenses.................... 38,093 45,502 75,927 95,689 125,684 53,221 63,541
Re-engineering and system conversion
costs(1)............................ -- -- -- -- -- -- 923
-------- -------- -------- -------- -------- -------- --------
Income from operations................ 12,031 16,399 19,236 23,426(4) 24,153(5) 9,746 9,001
Interest expense...................... 2,983 2,333 3,376 3,910 5,750 2,542 3,421
-------- -------- -------- -------- -------- -------- --------
Income before income taxes ........... 9,048 14,066 15,860 19,516 18,403 7,204 5,580
Provision for income taxes ........... 3,335 5,366 5,985 7,447 7,084 2,723 2,192
-------- -------- -------- -------- -------- -------- --------
Income before extraordinary charge.... 5,713 8,700 9,875 12,069 11,319 4,481 3,388
-------- -------- -------- -------- -------- -------- --------
Extraordinary charge -- early
extinguishment of debt, net of
tax................................. -- -- -- 245 -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income............................ $ 5,713 $ 8,700 $ 9,875 $ 11,824 $ 11,319 $ 4,481 $ 3,388
======== ======== ======== ======== ======== ======== ========
Income per share before extraordinary
charge(2):
Basic............................... $ 1.28 $ 1.55 $ 1.19 $ 1.36(4) $ 1.23(5) $ 0.49 $ 0.36
Diluted............................. $ 1.14 $ 1.40 $ 1.15 $ 1.31(4) $ 1.20(5) $ 0.48 $ 0.35
======== ======== ======== ======== ======== ======== ========
Net income per share(2):
Basic............................... $ 1.28 $ 1.55 $ 1.19 $ 1.33(4) $ 1.23(5) $ 0.49 $ 0.36
Diluted............................. $ 1.14 $ 1.40 $ 1.15 $ 1.28(4) $ 1.20(5) $ 0.48 $ 0.35
======== ======== ======== ======== ======== ======== ========
Weighted average shares
outstanding(2):
Basic............................... 4,446 5,620 8,311 8,903 9,210 9,151 9,336
Diluted............................. 5,026 6,222 8,580 9,196 9,443 9,392 9,608
OTHER DATA:
EBITDA(3)............................. $ 15,370 $ 19,756 $ 23,984 $ 29,701 $ 33,482 $ 13,240 $ 13,315
Capital expenditures.................. $ 1,833 $ 2,232 $ 4,505 $ 8,933 $ 11,236 $ 6,321 $ 3,995
Branches at end of period............. 49 66 93 107 145 135 145
BALANCE SHEET DATA (AT END OF PERIOD):
Accounts receivable, net.............. $ 31,484 $ 54,789 $ 75,502 $ 92,932 $115,687 $102,942 $112,112
Inventories........................... 29,018 39,743 51,780 64,644 82,298 93,462 102,333
Total assets.......................... 82,217 126,083 175,067 219,670 293,251 265,274 334,974
Accounts payable and accrued
expenses............................ 34,192 44,212 51,679 69,795 88,420 73,556 83,462
Long-term debt, less current
maturities.......................... 31,954 36,606 38,264 52,078 79,480 85,888 131,847
Shareholders' equity.................. 13,695 43,506 82,986 95,609 108,927 101,303 112,950
</TABLE>

- ---------------

(1) Costs related to the implementation of the Company's new information system
which were recognized as an operating expense in the period incurred.

(2) Restated to reflect the adoption of Statement of Financing Accounting
Standard No. 128, "Earnings Per Share." (Footnotes continued on the
following page)

16
<PAGE> 18

(3) EBITDA represents income from continuing operations before interest expense,
income taxes and depreciation and amortization. EBITDA is presented because
it is a widely accepted indicator of a company's financial performance.
However, EBITDA should not be construed as an alternative to net income as a
measure of the Company's operating results or to cash flows from operating
activities (determined in accordance with generally accepted accounting
principles) as a measure of liquidity.

(4) During the fourth quarter of fiscal 1996, the Company incurred a $0.6
million charge related to the consolidation of its operation in Spokane,
Washington which had a $0.04 impact on basic and diluted EPS.

17
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

The building products industry is affected by various factors including
general economic conditions, the level of building activity, weather conditions,
the rate of new home construction, interest rates and the availability of
credit. A significant portion of the Company's products are sold for use in the
home improvement, remodeling and repair market, which is relatively less
affected by these factors than the new residential construction market.

The Company has experienced substantial improvement in its results of
operations since its formation in 1991. These improvements have included
significant increases in sales volume and improvement in the Company's operating
expenses as a percentage of revenue. The Company's revenue has more than tripled
from $224 million in fiscal 1993 to $762 million in fiscal 1997. This revenue
growth has been accomplished largely due to 32 acquisitions completed since
October 1992, increased sales by existing branches and new branch openings.
Further, the Company's operating expenses as a percentage of revenue have
declined from 17.1% in fiscal 1993 to 16.5% in fiscal 1997 because of the
different product and sales mix of acquired businesses and the consolidation of
various corporate functions. Operating expenses in fiscal 1997 include a charge
of $5.1 million or 0.7% and thus for comparative purposes, operating expenses as
a percentage of revenue have declined from 17.1% in fiscal 1993 to 15.8% in
fiscal 1997 before such charges.

These positive trends have been partially offset by a decline in gross
profit margin, which resulted primarily from the product and sales mix of
acquired businesses. Gross profit as a percentage of revenue declined from 22.4%
in fiscal 1993 to 19.7% in fiscal 1997. The businesses acquired by the Company
since October 1992 typically either have had product lines consisting of narrow
assortments of commodity products or have had a relatively high proportion of
products distributed through direct shipments from manufacturers. Both of these
characteristics result in lower selling margins and a lower gross profit as a
percentage of revenue. In implementing its operating strategy for acquired
businesses, management focuses on improving gross profit as a percentage of
revenue, which requires the integration of additional higher margin product
lines. This process takes time to implement because of market conditions,
suppliers' territorial restrictions and conversion of customers' buying
requirements and habits. Although the Company historically has been able to
improve the gross profit margins of acquired businesses and anticipates further
improvements, gross profit as a percentage of revenue will likely remain near
current levels with some improvement as product mix, pricing and sales mix
changes are implemented. In addition, the growth of the Company through its
acquisition strategy since 1991 has reduced the contribution of its Ashley
subsidiary as a percentage of the total operation. Ashley is a specialty
products distributor and operates with higher gross profit margins.

The net effect of these various factors has been a significant increase in
the Company's income from operations from $12.0 million in fiscal 1993 to $24.2
million in fiscal 1997. However, due to the declining gross profit margin
discussed previously, which was not offset by a reduction in operating expenses,
income from operations as a percentage of revenue decreased to 3.9%, before a
charge of $5.6 million or 0.7% of revenue, as discussed below, from 5.3% in
fiscal 1993. Including the charge, income from operations was 3.2% of revenue in
fiscal 1997.

During the fourth quarter of fiscal 1997, the Company recorded a pre-tax
charge of $5.6 million, which increased cost of sales by $0.5 million and
operating expenses by $5.1 million. The charge had a $0.36 impact on basic and
diluted EPS and consisted of the following:

-- A $3.6 million charge which primarily reflects the merger of branches in
Oregon and the closure of a small mill operation. The charge includes
the writeoff of future lease payments on unused facilities in Oregon and
Washington, reduction of inventory to net realizable value, associated
severance costs and certain other costs related to the Company's recent
acquisition activities; and

-- A $2.0 million writeoff of unamortized costs related to the Company's
management information system after the installation of a new
information system in the Cameron division commencing in fiscal 1998 and
certain costs associated with the evaluation of the new system.

18
<PAGE> 20

During the fourth quarter of fiscal 1996, the Company took a $0.6 million
charge related to the consolidation of its operations in Spokane, Washington
which had a $0.04 impact on basic and diluted EPS. The operations in four
separate locations were relocated into one 120,000 square foot facility to
increase efficiency, reduce costs and better service the customer base.

Management expects the new information system and related re-engineering
effort in its Cameron division to cost a total of $11 million and be completed
during 1999. The project will require a capital expenditure of $8.4 million with
the remaining costs expensed during fiscal 1998 and 1999. Pre-tax costs are
expected to be approximately $0.7 million for the balance of fiscal 1998 and
$1.0 million in fiscal 1999. Management expects the new information system,
after its implementation, to produce significant productivity savings beginning
in the second half of 1999 and provide the necessary technology infrastructure
to allow the Company to continue its growth strategy.

On May 28, 1998, the Company sold $9.8 million of notes receivable held for
sale associated with Cameron Ashley Financial Services, Inc. ("CAFS"). This
sale, representing substantially all of such notes, will result in a pre-tax
loss of approximately $0.6 million in the third quarter of fiscal 1998.

The following table sets forth information regarding certain components of
revenue for the periods presented in "Selected Financial Data."

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FISCAL YEAR ENDED OCTOBER 31, APRIL 30,
-------------------------------------- -------------
1993 1994 1995 1996 1997 1997 1998
------ ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue................................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales........................... 77.6 79.1 81.1 80.3 80.3 80.1 79.8
------ ----- ----- ----- ----- ----- -----
Gross profit............................ 22.4 20.9 18.9 19.7 19.7 19.9 20.2
Operating expenses...................... 17.1 15.4 15.0 15.8 16.5 16.8 17.5
Re-engineering and system conversion
costs................................. 0.0 0.0 0.0 0.0 0.0 0.0 0.3
------ ----- ----- ----- ----- ----- -----
Income from operations.................. 5.3 5.5 3.9 3.9(1) 3.2(2) 3.1 2.4
Interest expense........................ 1.3 0.8 0.7 0.7 0.8 0.8 0.9
------ ----- ----- ----- ----- ----- -----
Income before income taxes.............. 4.0 4.7 3.2 3.2 2.4 2.3 1.5
Provision for income taxes.............. 1.5 1.8 1.2 1.2 0.9 0.9 0.6
------ ----- ----- ----- ----- ----- -----
Income before extraordinary charge...... 2.5% 2.9% 2.0% 2.0% 1.5% 1.4% 0.9%
====== ===== ===== ===== ===== ===== =====
</TABLE>

- ---------------

(1) Includes the effect of charges of 0.1% of revenue, as discussed previously.

(2) Includes the effect of charges of 0.7% of revenue, as discussed previously.

RESULTS OF OPERATIONS

Six Months Ended April 30, 1998 Compared to Six Months Ended April 30, 1997

Revenue increased 15.1% from $316.3 million in the six months ended April
30, 1997, to $364.0 million in the six months ended April 30, 1998, an increase
of $47.7 million. Revenue growth for the six month period was primarily due to
additional sales from acquisitions, combined with same-branch sales growth of
1.5% for the six months ended April 30, 1998 compared to 0.9% in the 1997
period.

Gross profit for the six month period increased $10.5 million or 16.7%, and
as a percentage of revenue increased from 19.9% in the 1997 period to 20.2% in
the 1998 period. Gross profit percentage was affected positively during the six
month period as a result of improved selling margins and favorable purchasing
economies.

Operating expenses increased 19.4% from $53.2 million in the 1997 period to
$63.5 million in the 1998 period, and increased as a percentage of revenue from
16.8% to 17.5%. Operating expenses include both branch operations expenses as
well as corporate overhead costs. The dollar and percentage increases in
operating

19
<PAGE> 21

expenses during the six month period were primarily due to higher costs
associated with CAFS and new acquisitions.

Operating expenses of $0.9 million from re-engineering and system
conversion costs incurred in the period were primarily associated with business
process re-engineering and new data processing systems training related to the
implementation of the Company's new information system. These expenses were 0.3%
of revenue for the period and effectively reduced income from operations by 9.3%
in the six months ended April 30, 1998. In recognizing these expenses, the
Company applied Emerging Issues Task Force Consensus 97-13 "Accounting for Costs
Incurred in Connection with a Consulting Contract or an Internal Project That
Combines Business Processing Re-engineering and Information Technology
Transformation" and the recently issued AICPA Statement of Position 98-1
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use". Total operating expenses, including costs associated with
re-engineering and system conversion, were $64.5 million in the six months ended
April 30, 1998, compared with $53.2 million in the 1997 period.

Income from operations decreased 7.6% from $9.7 million in the 1997 period
to $9.0 million in the 1998 period and decreased as a percentage of revenue from
3.1% to 2.4%. The decrease in income from operations as a percentage of revenue
is primarily due to the re-engineering and system conversion costs of $0.9
million recognized in the second quarter of 1998 and the operating results of
CAFS.

As a result of the above factors and increased interest expense, income
before income taxes decreased 22.5% from $7.2 million in the 1997 period to $5.6
million in the 1998 period. Net income decreased 24.4% from $4.5 million in the
1997 period to $3.4 million in the 1998 period, and net income as a percentage
of revenue decreased from 1.4% in the 1997 period to 0.9% in the 1998 period.
Diluted EPS decreased from $0.48 per share in the 1997 period to $0.35 per share
in the 1998 period.

Year Ended October 31, 1997 Compared to Year Ended October 31, 1996

Revenue increased 26.0% from $604.7 million in 1996 to $761.6 million in
1997. This increase was due to the 1997 year containing a full 12 months of
revenue from the 14 branches acquired or opened in fiscal 1996, as well as the
incremental sales from the 38 branches acquired or opened in fiscal 1997.
Same-branch sales were level in fiscal 1997 compared to an increase of 2.7% in
fiscal 1996. The Company experienced weakness in its Texas, Northwest, and
Mountain States markets offset by strength in its Northeast, Southeast, Midwest,
California, and Arizona markets.

Gross profit as a percentage of revenue remained level at 19.7% in 1996 and
1997, with an overall increase of $30.7 million or 25.8% in 1997, compared to
1996. The 1997 fourth quarter charge described above did not have a material
impact on gross profit as a percentage of revenue.

Operating expenses increased 31.3% from $95.7 million in 1996 to $125.7
million in 1997. These expenses increased as a percentage of revenue from 15.8%
to 16.5%. Operating expenses include both expenses directly attributable to
branch operations and corporate expenses and increased primarily as a result of
acquisitions and new branch openings. Higher revenue and gross profit allowed
for absorption of the overall expense increases without a negative impact to
earnings. Operating expenses in fiscal 1997 include $5.1 million in charges, or
0.7% of 1997 revenue, as discussed previously. Operating expenses excluding this
charge were 15.8% of revenue and slightly higher than 1996 operating expenses
excluding similar charges of 15.7%. The impact of CAFS on operating expenses was
0.2% of revenue and thus for comparative purposes, operating expenses decreased
0.1% from 1996 to an adjusted 15.6% in fiscal 1997.

Income from operations increased 3.4% from $23.4 million in 1996 to $24.2
million in 1997 and decreased as a percentage of revenue from 3.9% to 3.2%. The
decrease as a percentage of revenue was primarily due to the charges in the
fourth quarter of 1997. Excluding the charges, income from operations increased
from an adjusted $24.0 million in 1996 to an adjusted $29.8 million in 1997 and
as a percentage of revenue only decreased from 4.0% in 1996 to 3.9% in 1997.

Interest expense increased $1.8 million in 1997 compared to 1996 as a
result of higher borrowings required for 1997 acquisitions offset by a slight
reduction in interest rates primarily on Canadian borrowings. CAFS incurred
approximately $0.3 million of interest in 1997.
20
<PAGE> 22

As a result of the above factors, income before income taxes decreased 5.6%
from $19.5 million in 1996 to $18.4 million in 1997. Net income decreased 4.2%
from $11.8 million in 1996 to $11.3 million in 1997, and net income as a
percentage of revenue decreased 0.5% from 2.0% in 1996 to 1.5% in 1997.

Year Ended October 31, 1996 Compared to Year Ended October 31, 1995

Revenue increased 20.1% from $503.7 million in 1995 to $604.7 million in
1996. This increase was due in part to 1996 containing a full 12 months of
revenue from the 27 branches acquired or opened in 1995. These branches along
with existing branches contributed $55.1 million of this increase. In addition,
branches acquired in 1996 contributed approximately $40.1 million of the total
revenue increase of $101.0 million. New branches opened in 1996 contributed
approximately $5.8 million of the revenue increase. Same-branch sales increased
during 1996 by 2.7%.

Gross profit as a percentage of revenue increased from 18.9% in 1995 to
19.7% in 1996, with an overall increase of $24.0 million or 25.2% in 1996,
compared to 1995. The increase in gross profit as a percentage of revenue was
due primarily to an emphasis on sales of higher margin products while existing
certain less profitable product lines in areas such as the Northwest.
Additionally, aluminum price decreases caused favorable LIFO charges and
improved margins in the Florida markets.

Operating expenses increased 25.7% from $76.1 million in 1995 to $95.7
million in 1996. These expenses increased as a percentage of revenue from 15.1%
to 15.8%. Operating expenses include both expenses directly attributable to
branch operations and corporate expenses and increased primarily as a result of
acquisitions and new branch openings. Higher revenue and gross profit allowed
for absorption of the overall expense increases without a negative impact to
earnings.

During the fourth quarter of 1996, the Company took a $0.6 million charge
related to its operations in Spokane, Washington which had a $0.04 impact on
basic and diluted EPS. Operations in four separate locations were relocated to
one 120,000 square foot facility to increase efficiency, reduce costs and better
service the customer base.

Income from operations increased 23.0% from $19.0 million in 1995 to $23.4
million in 1996 and increased as a percentage of revenue from 3.8% to 3.9%.
These increases were due to the factors described above.

Interest expense increased $0.5 million in 1996 compared to 1995 as a
result of higher borrowings required for 1996 acquisitions offset by a slight
reduction in interest rates.

As a result of the above factors, income before income taxes increased
22.6% from $15.9 million in 1995 to $19.5 million in 1996. Net income increased
19.7% from $9.9 million in 1995 to $11.8 million in 1996, and net income as a
percentage of revenue remained at 2.0% from 1995 to 1996.

EFFECTS OF INFLATION

Management does not believe that inflation has had a material impact on
results of operations for the periods presented. Substantial increases in costs,
however, could have an impact on the Company and the industry. Management
believes that, to the extent inflation affects its costs in the future, the
Company can generally offset inflation by increasing prices if competitive
conditions permit.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary needs for capital resources are to finance
acquisitions, working capital and capital expenditures. Borrowings for working
capital typically increase during periods of sales expansion when higher levels
of inventory and receivables are needed and decrease as inventories and
receivables are converted to cash and are used to pay down debt. During the
fourth quarter of fiscal 1997, the Company initiated a re-engineering effort
that includes the implementation of a new computer system which is estimated to
cost $11 million over the next two years. Management expects this system to be
fully implemented during 1999. The Company had

21
<PAGE> 23

$131.8 million of long-term debt, less current maturities, outstanding as of
April 30, 1998, consisting of the indebtedness described below:

Senior Notes. As of April 30, 1998, the Company had $130.1 million of
unsecured senior notes (the "Senior Notes") bearing interest at an average of
6.9%. These notes mature at various dates beginning April 15, 2000, with a final
maturity of April 7, 2010.

Revolving Credit Agreement. The Company is a party to a credit agreement
due January 15, 2002, which as of April 30, 1998 permitted revolving borrowings
of up to $80 million U.S. and $25 million Canadian under the revolving line of
credit indebtedness (the "Revolver"). Debt outstanding under this agreement as
of April 30, 1998 was $1.5 million and borrowings under the Revolver are
unsecured.

Other Debt. As of April 30, 1998, the Company had $0.8 million in debt
payable to various sellers of businesses acquired by the Company and to capital
lessors in connection with capital lease obligations. These notes generally are
collateralized by certain of the acquired assets and are subordinate to the
Senior Notes and the Revolver.

Under the terms of the Senior Notes and the Revolver, the Company is
subject to various restrictive covenants regarding, among other things, payment
of any dividends, capital expenditures limitations, incurrence of indebtedness
from others in excess of certain amounts and consummation of any merger or
acquisition of an entity that is not engaged in the building materials
distribution business without the consent of the lenders. Financial covenants
include, but are not limited to, maintaining current ratios, minimum net worth
ratios, fixed charges ratios and debt to cash flow ratios.

Net cash used in operating activities was $15.3 million and $16.7 million
for the six months ended April 30, 1997 and 1998, respectively. Capital
expenditures were $6.3 million and $4.0 million for the six months ended April
30, 1997 and 1998, respectively.

The Company believes that its current cash position, funds from operations
and the availability of funds under its credit agreements will be sufficient to
meet anticipated liquidity requirements for the next twelve months.

SEASONALITY

The business of the Company is, to a significant degree, seasonal. Because
most of the building products distributed by the Company are intended for
exterior use, sales by the Company tend to be lower during periods of inclement
weather; this is particularly true with respect to the Company's Canadian and
Northern United States operations. Accordingly, weather conditions occurring
during the first and second quarters (November-April) of the Company's fiscal
year usually result in the generation of lower sales revenues during those time
periods than in other periods of the Company's fiscal year. The Company
anticipates that these seasonal fluctuations will continue in the future.

22
<PAGE> 24

BUSINESS

GENERAL

The Company has established a presence in a substantial portion of North
America and as a result, the Company's financial performance is not
significantly dependent upon a single geographic region's economy. The diversity
of the Company's customer base and the wide variety of applications for the
Company's products also decrease the impact of a downturn in demand in any
particular market segment. The risks posed by the cyclical new residential
construction market are somewhat mitigated by the Company's significant
participation in the less cyclical residential remodeling and home improvement
market, which represented approximately 60% of the Company's revenue in fiscal
1997.

INDUSTRY OVERVIEW

Prior to the 1970s, building materials were sold in both rural and
metropolitan markets largely by local dealers, such as lumberyards and hardware
stores. These dealers, who generally purchased their products from wholesale
distributors, sold building products directly to homeowners, contractors and
homebuilders. In the late 1970s and 1980s, the advent of mass merchandisers such
as The Home Depot and Lowe's altered this distribution channel dramatically in
metropolitan markets as these retailers displaced many local dealers. A core
strength of these mass merchandisers was their ability to market a broad range
of competitively priced home improvement and do-it-yourself products to the
homeowner and small contractor. Accordingly, most wholesale distributors
redirected their efforts and worked to sell directly to large contractors and
homebuilders in metropolitan markets and provide mass merchandisers with fill-in
and specialty products that mass merchandisers would not typically stock in
their retail inventory.

This distribution structure remains in place today. In metropolitan areas,
mass merchandisers primarily sell products to retail customers such as
homeowners and small contractors. In rural areas, dealers such as lumberyards
and hardware stores sell products to homeowners, contractors and homebuilders.
Independent building products distributors, such as the Company, and major
manufacturers, such as Georgia Pacific and Weyerhaeuser, do not sell directly to
retail customers. Instead, they distribute products to (i) professional
homebuilders and contractors in metropolitan markets, (ii) dealers in rural
markets and (iii) mass merchandisers
23
<PAGE> 25

in metropolitan areas. Despite the emergence of the mass merchandisers during
the past two decades, the wholesale building products distribution industry has
experienced solid growth in the 1990s.

STRATEGY

CONTINUE TO EXPAND THROUGH SELECTIVE ACQUISITIONS

Over the past several years, the Company's acquisition strategy has
resulted in the expansion of its operations from branch locations in two states
in the United States to 31 states and nine provinces in Canada. Going forward,
the Company intends to continue to expand through acquisitions in order to
achieve its growth objectives and strengthen its North American distribution
network. In evaluating future acquisition candidates, the Company will target
well-established distributors which will allow the Company to enter new markets
or to expand its product lines in existing markets. The Company seeks
acquisition candidates that have complementary management teams and product
lines. The Company typically retains the existing management team of the
acquired distributor to benefit from local market knowledge and customer
relationships and provides incentive compensation tied to the profitability of
the acquired operation. After acquiring a new distributor, the Company
concentrates on expanding product lines at the location and improving its
operational efficiency through purchasing economies, inventory management and
administrative savings.

ACCELERATE INTERNAL GROWTH

The Company is pursuing several strategies designed to accelerate internal
growth. These strategies include:

Broadening Product Lines. The Company seeks to broaden the product lines
offered by its existing and acquired businesses in order to improve the overall
product mix available to its customers, assist customers in managing their
specialized inventory needs and enable branches to provide "one-stop shopping"
to their customers. The distribution of a wider variety of products enhances
gross profit margins by adding higher margin specialty products to the Company's
branches and reduces unit shipping costs by allowing delivery of more products
per truckload. Current product lines the Company is seeking to broaden across
the branch network include commercial roofing, exterior siding systems and
millwork. Management continually seeks opportunities to enhance the Company's
product offerings through the acquisition of distributors offering complementary
product lines and the establishment of relationships with additional suppliers.

Expanding Presence in Large Builder, Developer and Manufactured Housing
Segments. Management believes that its distribution and service network also
provides it with significant growth opportunities in the large national and
regional builder, developer and manufactured housing market segments where the
Company currently has a limited presence. The Company is seeking to expand
existing programs with several major builders to which the Company provides
specialized millwork packages and roofing products. Management

24
<PAGE> 26

believes additional expansion of the Company's geographic network through
acquisitions will improve its ability to service these market segments.

Offering Value-Added Services. The Company is developing several
complementary value-added services to offer its customers. In October 1997, the
Company purchased a minority interest in Field Marketing and Management ("FMM").
FMM offers third party outsourced field services to fulfill several of the
retailers' traditional merchandising tasks, including managing shelf space and
position, providing inventory management, conducting in-store audits and
promotional introductions and implementing major department resets. Other
retailers such as food and drug stores have found they can take cost out of the
logistical supply chain by using a third party for such in-store merchandising
needs instead of higher-cost, permanent sales and marketing employees. Third
party servicers such as FMM allow suppliers to share the merchandising personnel
through syndication, at a lower cost, for valuable in-store representation. The
Company is in the process of introducing FMM as a complementary service to its
strategic vendor relationships and to the national and regional home center
chains.

The Company, through its wholly owned financial services subsidiary, CAFS,
provides home improvement financing through the Company's contractor and dealer
network. These loans average approximately $8,000, are usually unsecured, and
have payment terms from three to fifteen years. Over the past eighteen months,
the branches that have offered these financial services have experienced
increased same-branch sales growth. Until recently, CAFS underwrote, funded,
processed and serviced these loans. In the future, the Company intends to
transfer these functions to an established financial services partner. This will
permit the Company to continue to offer home improvement financing through its
contractor and dealer network as a means to accelerate same-branch sales growth
while allowing the Company to outsource many of the related operational
requirements and minimize the Company's financial commitments. The Company is
currently in discussions with several financial services companies.

CAPITALIZE ON ECONOMIES OF SCALE

Capturing Purchasing Economies. As a significant customer to many of its
vendors, the Company is able to obtain competitive pricing and purchasing terms,
ensure timely delivery of products and maintain appropriate inventory
availability. While individual branch managers are responsible for selecting and
ordering inventory tailored to the varied needs of customers in their local
markets, the Company generally negotiates with its vendors on a company-wide or
regional basis to obtain volume discounts and other favorable terms and
encourages its individual branch managers to take advantage of such favorable
terms when making purchasing decisions. To help strengthen the Company's overall
purchasing economics, management recently initiated a preferred vendor program
that will maintain regional flexibility, but will also reduce the number of
vendors in several major product categories. Management believes that further
opportunities to realize purchasing economies exist within all product
categories and operating expense areas and intends to pursue such opportunities
to enhance profitability.

Upgrading Business Information Systems. Management believes that
information technology to support organization-wide decision making is critical
to achieving the Company's sales and profit objectives. Each of the Company's
branches is equipped with on-line, real time information systems, which enable
branch management to control and monitor inventory levels, perform invoicing and
order entry and establish delivery routes and schedules. Corporate management is
also able to monitor branch and regional sales, profitability, asset management
and working capital performance by utilizing the same system. The Company is in
the process of

25
<PAGE> 27

implementing a new information system in its Cameron division to allow it to
reduce operating and administrative costs and to improve customer service,
pricing management and inventory and logistics management. See "-- Information
Technology".

Increasing Operating Efficiencies. The Company centralizes many
administrative functions such as accounting and finance, employee benefits,
insurance, human resources, legal, and national account sales efforts both to
achieve economies of scale and to help branch management remain focused on
maximizing sales and profitability of their locations. Management intends to
continue its efforts to increase operating productivity throughout the Company.
In an effort to reduce operating expenses, the Company recently launched cost
reduction efforts across many administrative functions and management believes
there will continue to be opportunities to eliminate redundant functions and
facilities from time to time, particularly through operating synergies resulting
from additional acquisitions.

26
<PAGE> 28

ACQUISITION HISTORY

Since its formation in 1991, the Company has completed 34 acquisitions and
has grown from 40 branches at the end of 1991 to 145 branches at the end of
April 1998. Set forth in the table below is a description of the Company's
acquisitions during each of the fiscal years indicated:

<TABLE>
<CAPTION>
LOCATION
NUMBER OF OF
BUSINESS ACQUIRED BRANCHES ACQUIRED BRANCHES
-------- ----------------- ------------------------
<S> <C> <C>
1992
Thunderbird Steel............................... 1 NM
Mike's Aluminum................................. 1 FL
1993
Owens-Corning Fiberglas (Supply Division)....... 5 GA, IL, NC, TX
Owens-Corning Fiberglas (Supply Division)....... 1 MI
New Orleans Building Products................... 1 LA
Wholesale Building Supply (Albuquerque)......... 1 NM
Whitewater Building Products.................... 2 IN
San Antonio Building Products................... 1 TX
1994
Chesapeake Building Supply...................... 1 MD
Bright Aluminum................................. 1 FL
Wholesale Building Supply (Santa Fe)............ 1 NM
Bird Incorporated............................... 10 AZ, CT, KY, MA, NY, VT
Southland Building Products..................... 6 LA, TX
CA Co........................................... 4 ID, WA
1995
Blair Siding.................................... 1 GA
Warehouse Moulding & Door Corp.................. 2 NM
Zaglin Wholesale................................ 1 GA
States Dealer Supply............................ 1 OR
Star, Inc....................................... 7 AZ, OR, UT
1996
Premdor, Inc. (distribution facility)........... 1 UT
Jett Supply Co.................................. 3 CO, IL, TX
Mile High Roofing & Exterior Supply............. 3 CO
California Roofers Supply....................... 8 CA
Dependable Roofing & Materials.................. 1 CA
Metro Roofing Supply............................ 1 AR
Midwest Thermal Products, Inc................... 4 AR, MO, OK
1997
Ince Holdings, Ltd. (Boyd Division)............. 16 Canada
Contractors Supply.............................. 2 NE
Bois Daigle, Ltd................................ 7 Canada
DMG Supply...................................... 3 SC
Vinyl Wholesale Supply Co....................... 1 NC
Mid-America Siding Supply Inc................... 2 AR, TX
1998*
J&L Services, Inc............................... 1 IL
Oakmont Industries, Ltd......................... 1 Canada
Millwork Specialties, Inc....................... 1 NY
</TABLE>

- ---------------

* The Company recently entered into a letter of intent to acquire certain assets
and liabilities of APi Supply Company, headquartered in Minneapolis,
Minnesota, which had revenues of approximately $135 million in its most recent
fiscal year. In addition, the Company has entered into letters of intent to
acquire three other companies with combined annual revenues in their latest
fiscal years of approximately $45 million.

27
<PAGE> 29

PRODUCTS

The Company distributes a broad range of building products as shown in the
following table and as described below.

<TABLE>
<CAPTION>
FISCAL 1997
-----------
<S> <C>
Roofing Products............................................ 38%
Millwork.................................................... 10
Pool and Patio Enclosure Products........................... 9
Insulation.................................................. 9
Vinyl Siding................................................ 7
Industrial Metals........................................... 4
Other Building Products*.................................... 23
</TABLE>

- ---------------

* Includes those product lines which individually constitute less than three
percent (3%) of the Company's net sales.

Roofing Products. Shingles, felt, roof tile, commercial roll roofing,
coatings, asphalt, flashings, vents and other roofing products are distributed
to residential and commercial roofing contractors and dealers, including
lumberyards and, to a lesser extent, mass merchandisers. Principal brands of
roofing products include CertainTeed, Elk, GAF, Genstar, Monier/Lifetile,
Owens-Corning and Tamko. Management believes the Company is one of the largest
roofing products wholesalers in the United States.

Millwork. Millwork includes doors, door units and component parts, molding,
windows, stair parts, blinds, shutters and screens, which are distributed to
dealers, mass merchandisers, contractors and builders in the residential
construction industry. The Company's major millwork lines include ABTCo.
(prefinished moldings, shutters and architectural work), Premdor and Steves &
Sons (flush doors), ThermaTru (residential entry doors) and a variety of other
regional suppliers. The Company also pre-hangs door units for large residential
builders such as D. R. Horton and Perry Homes, mass merchandisers and
independent dealers.

Pool and Patio Enclosure Products. Pool and patio enclosure products
include aluminum extrusions, roof panels, gutters, coil, screen, awnings,
handrails and various other exterior aluminum building products. These products
are sold by the Company to residential contractors and installers, who use them
in the construction of pool enclosures, screen rooms, mobile home improvement
projects, carports and roof-over applications. A majority of the pool and patio
enclosure product line is purchased from a variety of suppliers for
redistribution by the Company. The remainder consists of roll-formed roof
panels, gutters and fold-down window awnings fabricated by the Company. The
Company's fabrication capability allows it to produce a variety of sizes and
styles on an as-needed basis to control inventory costs or fill custom orders.

Insulation. The Company distributes a broad line of insulation materials to
contractors and dealers. Principal brands distributed by the Company include
CertainTeed and Owens-Corning products that are used in both residential and
commercial applications.

Vinyl Siding. Vinyl siding consists of siding, soffit and accessories. The
Company purchases vinyl siding from several industry leaders, including
CertainTeed, Jannock and Owens-Corning, and distributes the product to builders,
contractors and mass merchandisers.

Industrial Metals. Industrial aluminum and stainless steel products fall
primarily into two categories, extrusions and sheet. These products are
purchased by sheet metal businesses, fabricators and manufacturers for use in a
variety of products. The Company purchases extruded products for distribution,
while third party processors and the Company cut sheet products from coils to
standard specifications. In addition, the Company has the ability to cut sheet
products to individual specifications.

Other Building Products. The Company distributes a variety of building
materials such as stucco, aluminum siding, sheathing, fireplaces, ceiling tiles,
grids, skylights, gutters, sheet rock, nails and fasteners, rebar, mesh,
corrugated metal, wood products, fencing and pneumatics. The product mix offered
by each branch is tailored to the demands of its local market.

28
<PAGE> 30

BRANCH OPERATIONS

The Company distributes products through its network of 145 branches, which
are strategically located to provide prompt delivery and responsive customer
service. The Company utilizes a decentralized management structure that
emphasizes individual branch profit-and-loss and working capital responsibility
and seeks to maximize the benefits of its local market presence. A branch is
typically comprised of warehouse and receiving space, secure outdoor holding
space, office space and product display areas. Local sales efforts are
coordinated and supported at the branches. The bulk of the remaining branch
activities relate to receiving, storing and delivering building products.

Each branch is responsible for selecting and ordering inventory to meet the
needs of its customers and for creating its own localized sales, marketing and
promotional programs, supplemented by coordinated national and regional programs
at the corporate level. All branches are equipped with on-line information
systems that allow managers to control and monitor inventory levels, perform
invoicing and order entry, and establish delivery routes and schedules.
Corporate management also uses the Company's information systems to monitor
sales, profitability and working capital management by branch. The Company
employs electronic data interchange ("EDI") and bar-coding capability to enhance
its ability to serve the needs of major national accounts and national
manufacturers.

Some of the Company's branches are organized into a formal "hub and spoke"
system, with large branches supporting smaller branches or mini-branches. Even
where a formal "hub and spoke" system has not been implemented, full-line
metropolitan branches typically provide fill-in service to smaller and rural
branches. Metropolitan branches are typically larger in square footage and
generally stock a full line of products, while the product mix at rural branches
is typically more limited and market specific.

The Company establishes and maintains overall credit policy and terms at
the corporate level. Branch managers are generally responsible, within the
Company's policy, for overseeing the extension of credit and the collection of
accounts receivable. The Company's central credit function assists branches with
major accounts, collects delinquent accounts and determines overall credit lines
and credit approval. The Company obtains lien rights and security interests
where appropriate to provide security for larger accounts.

PURCHASING

The Company generally negotiates with its vendors on a company-wide or
regional basis to obtain favorable pricing, volume discounts and other
beneficial purchase terms. The Company negotiates large block purchases of
roofing, insulation, millwork, pool and patio and commodity products centrally
to capture purchasing economies. Branch or regional managers are responsible for
inventory selection and ordering on terms negotiated centrally, so that the
Company remains responsive to local market demand, while still maximizing
purchasing leverage through volume orders. Branch managers are also responsible
for inventory management at his or her respective locations.

Payment, discount and volume purchase programs are negotiated directly by
the Company with its major suppliers, with a significant portion of the
Company's purchases made from suppliers offering these programs. The Company is
a party to distribution agreements with certain vendors, including CertainTeed
and Owens-Corning, on an exclusive or non-exclusive basis, depending on the
product and the territory involved. The agreements also provide certain price
protections for products purchased by the Company from these suppliers.

SALES AND MARKETING

The Company's marketing programs center on fostering strong customer
relationships and providing superior service. The Company focuses its marketing
efforts primarily on the residential remodeling and new housing segments and, to
a lesser extent, on the commercial and industrial segments. The Company has a
thirteen-person national accounts marketing staff that is responsible for
negotiating programs and standards for relationships with mass merchandisers,
purchasing cooperatives, national home builders and developers and
manufacturers. The Company's marketing team also has dedicated executives
focused on product lines targeted for growth, such as commercial roofing and
vinyl siding.

29
<PAGE> 31

The Company's sales organization consists of outside field sales personnel
who report directly to their local branch manager and are supported by inside
customer service representatives at the branch. Bonus and commission payments
constitute a substantial portion of the compensation for salespersons, and in
fiscal 1997 branch managers could earn up to 50% of their base salary in bonus
if branch performance goals were achieved and could earn additional bonuses
measured as a share of the profits of their respective branches if such goals
were exceeded.

CUSTOMERS

The Company distributes products to a large number and variety of building
material dealers, large home builders, contractors, mass merchandisers and
national co-ops, and others.

Contractors represent the Company's single largest customer group.
Management believes that prospects of increased sales to this group are strong,
based on projected growth in home repair and remodeling work. In addition, with
the emergence and continued growth of retail mass merchandisers such as The Home
Depot and Lowe's, the Company has begun to target those merchandisers to satisfy
their fill-in and specialty product needs. Sales to mass merchandisers and
national co-ops have grown from 3% in 1993 to 11% in 1997.

The percentages of the Company's fiscal 1997 revenue attributable to the
Company's various types of customers are as follows:

<TABLE>
<CAPTION>
FISCAL 1997
-----------
<S> <C>
Contractors................................................. 56%
Dealers..................................................... 26%
Mass Merchandisers and National Co-ops...................... 11%
Builders.................................................... 4%
Other....................................................... 3%
</TABLE>

INFORMATION TECHNOLOGY

The Company recently initiated a major business process re-engineering
project aimed at improving and standardizing Company processes and using a "best
practices" approach to reduce operating costs. This re-engineering effort will
center around a new information system using J.D. Edwards software and IBM
hardware. Management expects the system to be implemented in its Cameron
division in 1999. The new information system and re-engineered processes are
expected to enhance the Company's competitive position by reducing operating and
administrative costs and improving customer service, pricing management and
inventory and logistics management. The new software has been represented by
J.D. Edwards to be year 2000 compliant and the Company will test for such
compliance prior to implementation.

COMPETITION

The Company's competition varies by product line, customer classification
and geographic market. The Company competes with many local and regional
building products distributors, and, in certain markets and product categories,
with other national building products distributors, such as ABC Supply and Rugby
Building Products. The Company also competes with major corporations with
national distribution capability, such as Georgia-Pacific, Weyerhaeuser and
other product manufacturers that engage in direct sales; however, the Company
also acts as a distributor for certain products of these manufacturers. The
Company sells products to and, to a lesser extent, competes with large home
center chains such as Eagle Home Centers, The Home Depot and Lowe's for business
from smaller contractors. There can be no assurance that competition from such
large home center chains will not, in the future, include competition for the
business of larger contractors.

Management believes that the Company's target customers generally select
building products distributors on the basis of product availability,
relationships, service and delivery, geographic coverage, responsiveness and
credit availability. The Company utilizes its purchasing power with major
suppliers to obtain products at prices generally more favorable than its smaller
competitors. The Company's relative size also permits it to attract experienced
sales and service personnel and gives the Company the resources to provide
company-wide sales, product and service training programs. By working closely
with its customers and utilizing the Company's

30
<PAGE> 32

information technology, the Company's branches are able to maintain appropriate
inventory levels and are well positioned to deliver completed orders on time.

ENVIRONMENTAL

The Company is subject to federal, state and local environmental laws and
regulations. A number of roofing materials are considered environmentally
hazardous. The Company typically handles and stores a variety of these materials
at its distribution center locations. The Company maintains appropriate
environmental compliance programs at each of its distribution centers and has
never been the subject of any material enforcement action by any governmental
agency.

Many of the Company's distribution centers are located in areas of current
or former industrial activity, where environmental contamination may have
occurred. Under various federal, state and local environmental laws, ordinances
and regulations, a current or previous owner or operator of real estate may be
required to investigate and remediate releases or threatened releases of
hazardous or toxic substances or petroleum products located at such property,
and may be held liable for property damage and for investigation and remediation
costs in connection with the contamination.

Management believes the Company is in material compliance with applicable
laws and regulations governing the discharge of hazardous waste into the
environment; moreover, management does not believe there are any material
environmental liabilities at any of its distribution center locations.
Nevertheless, there can be no assurance that the Company's knowledge is complete
with regard to all material environmental liabilities and it could subsequently
discover potential environmental liabilities arising from its sites or from
neighboring facilities.

EMPLOYEES

As of April 30, 1998, the Company had 1,960 employees, including 178
corporate and administrative personnel, 1,770 branch employees and 12 CAFS
employees. At the branch level, a total of 1,388 people were employed as
warehouse and manufacturing personnel, truck drivers, office staff and labor
supervisors; and 382 were employed as branch managers and sales personnel.
Unions represent a total of approximately 80 hourly workers at the Company's
Chicago, Detroit, San Antonio, New York City, Hauppauge (New York) and Houston
facilities. The Company has not experienced any work stoppages. The remainder of
the Company's employees are not represented by a union or a collective
bargaining unit. Management considers the Company's employee relations to be
satisfactory.

TRADENAMES

Historically, the Company operated under various tradenames in the markets
it served, retaining the name of an acquired business to preserve local
identification. To capitalize on its increasing national presence, the Company
converted all branch operations to the primary tradename "Cameron Ashley
Building Products." New acquisitions typically convert to the primary tradename
within 6 to 12 months after the purchase date. Some local branches continue to
use historical trade names as secondary tradenames to maintain goodwill.

SEASONALITY

The Company's first quarter and, to a lesser extent, its second quarter are
typically adversely affected by winter construction cycles and weather patterns
as the level of activity in both the home improvement and new construction
markets decreases. Management closely monitors operating expenses and inventory
levels during seasonally affected periods and to the extent possible, controls
variable operating costs to minimize seasonal effects on profitability.

PROPERTIES

The Company operates both owned and leased branches in 31 states; of the
145 Company branches, 29 are owned and 116 are leased. The Company's facilities
range in size from approximately 15,000 to 150,000 square

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<PAGE> 33

feet. This building space is used for warehousing and distribution purposes and,
to a lesser extent, for sales, manufacturing and administrative purposes. The
Company owns a 24,000 square foot office building where its corporate offices
are located near its Dallas, Texas branch. The Company believes its facilities
are adequately maintained and utilized and are suitable for the purposes for
which they are used. None of the Company's owned real properties are subject to
any major encumbrances.

LEGAL PROCEEDINGS

The Company entered into a letter of intent dated October 2, 1997, to
acquire Bradco Supply Corporation ("Bradco"), subject to due diligence and
negotiation of a definitive agreement. Prior to the completion of the Company's
due diligence procedures, negotiations were discontinued by Bradco. On November
3, 1997, Bradco filed suit claiming a breach of the letter of intent and claimed
damages of $3 million. Management believes the case is without merit and intends
to vigorously defend the Company against such claim; however, an adverse
resolution could result in an after-tax charge to income of up to $2 million.

In January 1998, a subsidiary of the Company and several of its employees
were subpoenaed to provide information to a grand jury of the United States
District Court, Northern District of Texas, in connection with an investigation
of possible violations of federal antitrust laws in the aluminum building
products industry, including possible violations of Section 1 of the Sherman
Act. No allegations of wrongdoing have been made against the subsidiary, the
employees or the Company. In February 1998, information was provided in response
to the subpoenas and the Company is not aware of any subsequent activity in the
matter.

From time to time, the Company is also involved in litigation and
proceedings in the ordinary course of its business. Management believes that
such ordinary course of business litigation will not have a material adverse
effect on the Company's financial condition or results of operations.

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<PAGE> 34

MANAGEMENT

<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD
- ---- --- --------------
<S> <C> <C>
Ronald R. Ross........................ 45 Chief Executive Officer and Chairman
of the Board
Walter J. Muratori.................... 54 Vice Chairman, President and Chief
Operating Officer
J. Andrew Kerner...................... 39 Executive Vice President -- Chief
Financial Officer and Treasurer
John H. Bradberry..................... 47 Executive Vice President -- Chief
Accounting Officer
C. Steven Gaffney..................... 49 Executive Vice President
John L. Crum.......................... 53 Vice President -- Chief Information
Officer
John S. Davis......................... 41 Vice President -- General Counsel,
Secretary
Thomas R. Miller...................... 48 Vice President -- Human Resources
J. Veronica Biggins................... 51 Director
Richard L. Cravey..................... 53 Director
Harry K. Hornish...................... 52 Director
Donald S. Huml........................ 51 Director
Allen J. Keesler, Jr.................. 59 Director
Charles C. Schoen, III................ 63 Director
Alan K. Swift......................... 54 Director
Edwin A. Wahlen, Jr................... 49 Director
</TABLE>

Ronald R. Ross has been a director of the Company since 1994. Mr. Ross has
served as Chief Executive Officer since September 1996, as Chairman of the Board
of the Company since February 1994 and as Chairman of the Board and Chief
Executive Officer of Cameron since November 1996. From December 1991 to June
1997, he served as President of Cameron. Mr. Ross was Vice President, Operations
of the Cameron Wholesale division of CertainTeed Corporation, a building
products manufacturer, from September 1987 to September 1991 and served as Vice
President and General Manager of the division until its sale to Cameron in
December 1991.

Walter J. Muratori has been a director of the Company since 1994. Mr.
Muratori has served as Vice Chairman and Chief Operating Officer of the Company
since March 1998 and as President of the Company since February 1994. He has
also served as President of Cameron and Chairman of the Board of Ashley since
June 1997. He previously served as President of Ashley from October 1991 to June
1997. From 1989 to 1991, Mr. Muratori served as President of Talquin Building
Products, Inc., a division of Florida Progress Corporation and the parent of
Ashley. From 1970 to 1986, Mr. Muratori held various sales and management
positions at Ashley.

J. Andrew Kerner has served as Executive Vice President -- Chief Financial
Officer and Treasurer of the Company and Executive Vice President -- Chief
Financial Officer and Treasurer of Cameron since April 1998. Prior to joining
the Company, Mr. Kerner was employed by Frito-Lay, Inc., a division of PepsiCo.,
from 1987 until April 1998 in a variety of senior financial positions in the
United States and Europe.

John H. Bradberry has served as Executive Vice President -- Chief
Accounting Officer of the Company since November 1997. From August 1996 to
November 1997, he was Executive Vice President -- Central Division of Cameron.
Prior thereto, he served as Vice President -- Chief Accounting Officer of the
Company from June 1995 to August 1996 and as Vice President -- Finance of the
Company from December 1991 to June 1995. From December 1991 to August 1996, Mr.
Bradberry also served as Chief Financial Officer of Cameron.

C. Steven Gaffney has served as Executive Vice President of the Company and
as President and Chief Executive Officer of Ashley since June 1997. Mr. Gaffney
was Vice President of the Company from 1994 to June 1997. Mr. Gaffney was
Executive Vice President of Ashley from 1991 to June 1997. He previously served
as President of Ashley from 1989 to 1991 and as its Vice President from 1986 to
1989.

John L. Crum has served as Vice President -- Chief Information Officer of
the Company and Executive Vice President of Cameron since April 1997. Prior to
joining the Company, Mr. Crum was Group Director, Information
Resources -- Building Products at Georgia Pacific Corporation in Atlanta,
Georgia from 1993 to March 1997. He was Director of Information Resources for
the Distribution Division at Georgia Pacific from 1988 to 1993.
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<PAGE> 35

John S. Davis has served as Vice President -- General Counsel and Secretary
of the Company since 1994. Prior to joining the Company, he was employed as
Associate Counsel -- Mergers and Acquisitions of Electronic Data Systems
Corporation (EDS) from 1990 to 1994.

Thomas R. Miller has served as Vice President -- Human Resources of the
Company since December 1994. From 1980 until December 1994, Mr. Miller served as
Managing Director of Employee Relations for American Airlines, Inc.

J. Veronica Biggins has been a director of the Company since 1996. She is a
partner with the executive search firm Heidrick & Struggles, specializing in
senior management recruitment where she has been employed since February 1995.
Previously, Ms. Biggins served as Assistant to the President of the United
States and Director of Presidential Personnel from January 1994 to February
1995. Prior thereto, she was with NationsBank for twenty years serving in
various positions including Executive Vice President for Corporate Community
Relations. Ms. Biggins also serves on the Board of Directors for Avnet, Inc.,
National Data Corporation and Morrison Fresh Cooking.

Richard L. Cravey has been a director of the Company since 1994. Mr. Cravey
has served as a Managing Director of Cravey, Green & Wahlen, Incorporated since
1985, as a Managing Director of CGW Southeast Management Company (the
"Management Company") since 1991, and as a Managing Director of CGW Southeast I,
Inc. ("CGW Inc."), the general partner of CGW Southeast Partners I, L.P.
("CGW"), since 1991. CGW, an affiliate of Mr. Cravey, is also an affiliate of
the Company. Mr. Cravey is also a director of AMRESCO, INC.

Harry K. Hornish has been a director of the Company since 1996. He is
Executive Vice President of United States Filter Corporation, a manufacturer and
distributor of water and sewer related products and systems. From November 1991
to October 1996, Mr. Hornish was President and Chief Executive Officer of The
Utility Supply Group, Inc. prior to its sale to United States Filter in October
1996. He served as Vice President and General Manager of the Cameron Wholesale
Division of CertainTeed prior to its purchase by CGW in November 1991.

Donald S. Huml has been a director of the Company since 1994. Mr. Huml is
Senior Vice President and Chief Financial Officer of Snap-on Incorporated
("Snap-on"), a Kenosha, Wisconsin based producer and distributor of hand and
power tools, diagnostic equipment and tool storage units. Prior to joining
Snap-on, Mr. Huml served as Vice President and Chief Financial Officer of
Saint-Gobain Corporation and its subsidiaries CertainTeed Corporation and Norton
Company, producers of building products.

Allen J. Keesler, Jr. has been a director of the Company since 1996. Mr.
Keesler is an independent business and management consultant. He served as
President and Chief Executive Officer of Florida Power Corporation from February
1988 until his retirement in April 1996. Mr. Keesler also serves on the Board of
Directors of SouthTrust Corporation.

Charles C. Schoen, III has been a director of the Company since 1994. Mr.
Schoen is a private investor. He retired as President of Electrical Insulation
Suppliers, Inc., a distributor of electrical materials, magnet wire and
equipment, upon the sale of that company in January 1991.

Alan K. Swift has been a director of the Company since 1997. Since 1994,
Mr. Swift has served as Chairman and, until April 1998, as CEO of FMM, an
affiliate of the Company. Mr. Swift also serves as Chairman of A-Three Services
Agency, Ltd., a national fulfillment company specializing in promotional
materials handling and database/direct marketing. He was Chairman and CEO of
Promotional Marketing, Inc., a marketing services company headquartered in
Chicago, Illinois, from 1982 to 1994.

Edwin A. Wahlen, Jr. has been a director of the Company since 1996. He has
served as a Managing Director of Cravey, Green & Wahlen Incorporated, a private
risk capital investment firm, since 1985, as Managing Director of its investment
management affiliate, the Management Company since 1991, and as a Managing
Director of CGW Inc., the general partner of CGW, since 1991. CGW, an affiliate
of Mr. Wahlen, is also an affiliate of the Company. Mr. Wahlen is also a
director of AMRESCO, INC.

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<PAGE> 36

SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of May 19, 1998 and as adjusted to
reflect the sale of shares in this Offering by each Selling Shareholder. Mssrs.
Mullikin and Baker are employees of the Company. After giving effect to the
Offering, the Company's executive officers and directors will own, or have
options to acquire, shares of Common Stock, shares of which
are subject to options exercisable within the 60 days after May 19, 1998.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY NUMBER SHARES BENEFICIALLY
OWNED PRIOR TO OF OWNED AFTER THE
THE OFFERING(1) SHARES OFFERING(1)
--------------------- BEING -------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- --------- ------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
CGW Southeast Partners I, L.P.(2)........... 1,278,121 13.7 1,278,121 -- --
Sprague Mullikin............................ 84,983 * 50,000 34,983 *
J. Curtis Baker............................. 74,550 * 30,000 44,550 *
</TABLE>

- ---------------

* Less than 1%

(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities
and also includes options exercisable within 60 days. Except as indicated by
footnote and subject to community property law where applicable, the Company
believes, based on information furnished by such persons, that the persons
named in the table above have sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by them.
Percentage of beneficial ownership is based on 9,362,000 shares of Common
Stock outstanding as of May 19, 1998, and 11,003,879 shares of Common Stock
outstanding after the completion of this Offering. In computing the number
of shares of Common Stock beneficially owned by a person, the number of
shares subject to options held by that person that are exercisable within 60
days of May 19, 1998 are deemed outstanding. Such shares, however, are not
deemed outstanding for the purpose of computing the percentage ownership of
any other person. This assumes no exercise of the underwriters'
over-allotment option.

(2) Richard L. Cravey and Edwin A. Wahlen, Jr., directors of the Company, are
each affiliates of CGW and its related Management Company. The Management
Company is a party to a consulting agreement with the Company whereby the
Company pays a monthly retainer fee to the Management Company for financial
and management consulting services. The Management Company may also receive
additional compensation if approved by the Board of Directors of the Company
at the end of the fiscal year, based upon the overall performance of the
Company and its subsidiaries, not to exceed $180,000. The aggregate monthly
fees paid by the Company for fiscal 1997 were $180,000, and the additional
compensation paid at fiscal year-end was $100,000. The consulting agreement
provides that the retainer fee and additional compensation will be reduced
in proportion to any reduction in the percentage ownership by sale or other
disposition of the Common Stock by the affiliates of the Management Company.
In December 1997, CGW sold 631,525 shares of Common Stock, or approximately
33% of its holdings, thereby reducing its monthly retainer fee from $15,000
to $10,000 effective January 1998 and its maximum potential year-end
compensation from $180,000 to $120,000 for fiscal 1998. CGW will sell all of
its remaining shares of Common Stock in the Offering. Upon such sale the
consulting agreement and its associated retainer fee will terminate.

35
<PAGE> 37

UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement (the "Underwriting Agreement"), the underwriters named below (the
"Underwriters"), for whom Credit Suisse First Boston Corporation, SBC Warburg
Dillon Read Inc. and Wheat First Union, a division of Wheat First Securities,
Inc., are acting as representatives (the "Representatives"), have severally but
not jointly agreed to purchase from the Company and the Selling Shareholders the
following respective numbers of shares of Common Stock:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
- ----------- ---------
<S> <C>
Credit Suisse First Boston Corporation......................
SBC Warburg Dillon Read Inc. ...............................
Wheat First Securities, Inc. ...............................
Total.............................................
---------
3,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the shares of Common Stock
offered hereby (other than those shares covered by the over-allotment option
described below) if any are purchased. The Underwriting Agreement provides that,
in the event of a default by an Underwriter, in certain circumstances the
purchase commitments of non-defaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

The Company has granted to the Underwriters an option, expiring at the
close of business on the 30th day after the date of this Prospectus, to purchase
up to 450,000 additional shares from the Company at the initial public offering
price less the underwriting discounts and commissions, all as set forth on the
cover page of this Prospectus. Such option may be exercised only to cover
over-allotments in the sale of the shares of Common Stock. To the extent such
option is exercised, each Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of the additional
shares of Common Stock as it was obligated to purchase pursuant to the
Underwriting Agreement.

The Company and the Selling Shareholders have been advised by the
Representatives that the Underwriters propose to offer the Shares to the public
initially at the public offering price set forth on the cover page of this
Prospectus and, through the Representatives, to certain dealers at such price
less a concession of $ per Share, and the Underwriters and such dealers
may allow a discount of $ per Share on sales to certain other dealers.
After the initial public offering, the public offering price and concession and
discount to dealers may be changed by the Underwriters.

The Company, certain of its executive officers and directors and the
Selling Shareholders have agreed that they will not offer, sell, contract to
sell, announce their intention to sell, pledge or otherwise dispose of, directly
or indirectly, or file with the Commission a registration statement under the
Securities Act relating to any additional shares of their Common Stock or
securities convertible into or exchangeable or exercisable for any shares of the
Common Stock without the prior written consent of Credit Suisse First Boston
Corporation for a period of 90 days after the date of this Prospectus.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act, or contribute to payments which the Underwriters may be required
to make in respect thereof.

The Representatives, on behalf of the Underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934 (the "Exchange Act"). Over-allotment involves syndicate sales in excess
of the offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the securities in the open market after the
distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the Representatives to reclaim a selling concession from a
syndicate member when

36
<PAGE> 38

the securities originally sold by such syndicate member are purchased in a
syndicate covering transaction to cover syndicate short positions. In "passive"
market making, market makers in the securities who are underwriters or
prospective underwriters may, subject to certain limitations, make bids for or
purchases of the securities until the time, if any, at which a stabilizing bid
is made. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the Securities to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on The Nasdaq National Market, the NYSE (if the Common Stock is then
listed for trading on the NYSE) or otherwise and, if commenced, may be
discontinued at any time.

From time to time prior to the Offering, SBC Warburg Dillon Read Inc. has
provided certain financial advisory services to the Company, including services
as placement agent for the private placement of the Senior Notes by the Company
in April 1996 and April 1998.

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company and the
Selling Shareholders prepare and file a prospectus with the securities
regulatory authorities in each province where trades of Common Stock are
effected. Accordingly, any resale of the Common Stock in Canada must be made in
accordance with applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made in accordance
with available statutory exemptions or pursuant to a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers
are advised to seek legal advice prior to any resale of the Common Stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to the Company, the Selling
Shareholders and the dealer from who such purchase confirmation is received that
(i) such purchaser is entitled under applicable provincial securities laws to
purchase such Common Stock without the benefit of a prospectus qualified under
such securities laws, (ii) where required by law, that such purchaser is
purchasing as principal and not as agent, and (iii) such purchaser has reviewed
the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the United States federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuer's directors and officers as well as the experts named
herein and the Selling Shareholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer of such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of Common Stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale

37
<PAGE> 39

of any Common Stock acquired by such purchaser pursuant to this Offering. Such
report must be in the form attached to British Columbia Securities Commission
Blanket Order BOR #95/17, a copy of which may be obtained from the Company. Only
one such report must be filed in respect of Common Stock acquired on the same
date and under the same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of Common Stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the Common
Stock in their particular circumstances and with respect to the eligibility of
the Common Stock for investment by the purchaser under the relevant Canadian
legislation.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock offered hereby
are being passed upon for the Company by Locke Purnell Rain Harrell (A
Professional Corporation), Dallas, Texas and for the Underwriters by Andrews &
Kurth L.L.P., Houston, Texas. Locke Purnell Rain Harrell (A Professional
Corporation) and Andrews & Kurth L.L.P. will rely on the opinion of Alston &
Bird LLP, Atlanta, Georgia, as to certain matters of Georgia law, including but
not limited to matters relating to the legality of the issuance of the shares of
Common Stock offered hereby.

EXPERTS

The Consolidated Financial Statements of the Company as of October 31, 1996
and 1997 and for the three years in the period ended October 31, 1997
incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing by
reference in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by the Company
may be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at Seven World Trade Center, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such materials can be obtained by
mail from the Public Reference Branch of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
World Wide Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the Commission's World Wide Web site is
http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments, exhibits and any registration
statement filed pursuant to Rule 462(b), referred to as the "Registration
Statement") under the Securities Act. 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 in this Prospectus as to the contents of any agreement,
contract or other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference. For further
information, reference is hereby made to the Registration Statement.

38
<PAGE> 40

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. 000-23442) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1997; (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998; (iii) the Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1998; (iv) the Company's Proxy Statement filed in
connection with the annual meeting of its shareholders on March 3, 1998; (v) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A dated February 18, 1994 and the description of the Rights
that accompany outstanding shares of Common Stock contained in the Company's
Registration Statement on Form 8-A dated August 29, 1997; and (vi) all documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the Offering of the Common Stock.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be addressed to Cameron Ashley Building Products, Inc., 11651
Plano Road, Dallas, Texas 75234, phone: (214) 860-5100.

39
<PAGE> 41

[PICTURE DEPICTING PRODUCTS SOLD BY THE COMPANY.]

40
<PAGE> 42

- ------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT 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, ANY SELLING SHAREHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary..................... 3
Risk Factors........................... 9
Use of Proceeds........................ 13
Price Range of Common Stock and
Dividend Policy...................... 14
Capitalization......................... 15
Selected Consolidated Financial Data... 16
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 18
Business............................... 23
Management............................. 33
Selling Shareholders................... 35
Underwriting........................... 36
Notice to Canadian Residents........... 37
Legal Matters.......................... 38
Experts................................ 38
Available Information.................. 38
Incorporation of Certain Documents by
Reference............................ 39
</TABLE>

- ------------------------------------------------------

CAMERON ASHLEY LOGO
CAMERON ASHLEY
BUILDING PRODUCTS, INC.

3,000,000 Shares

Common Stock
(no par value)

PROSPECTUS

CREDIT SUISSE FIRST BOSTON

SBC WARBURG DILLON READ INC.

WHEAT FIRST UNION

- ------------------------------------------------------
<PAGE> 43

PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table indicates the expenses to be incurred in connection
with the Offering described in this Registration Statement. All amounts are
estimated except for the fees payable to the Commission and the NASD.

<TABLE>
<S> <C>
SEC Registration Fee........................................ $17,301.75
NASD Filing Fee............................................. 6,365.00
Transfer Agent and Registrar Fees*..........................
Blue Sky Fees (including counsel fees)*.....................
Accountants' Services and Expenses*.........................
Legal Services and Expenses*................................
Printing and Engraving Fees*................................
Miscellaneous*..............................................
----------
TOTAL*................................................. $
==========
</TABLE>

- ---------------

* To be filed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is also made to the indemnification provisions of the
Underwriting Agreement, the form of which has been filed as Exhibit 1.1 hereto,
under which the Underwriters have agreed to indemnify the Company, its directors
and officers and certain other persons against liabilities, including
liabilities under the Securities Act of 1933, with respect to information
furnished in writing to the Company for use in this Registration Statement.

ITEM 16. EXHIBITS.

<TABLE>
<C> <S>
*1.1 -- Form of Underwriting Agreement.
+3.1 -- Certificate of Incorporation of the Company, as amended.
+3.2 -- By-Laws of the Company, as amended.
*5.1 -- Opinion of Alston & Bird LLP as to legality of the Common
Stock registered hereby.
10.1 -- Amended and Restated Agreement for Consulting Services
dated November 1, 1996 among the Company, Cameron, Ashley
and CGW Southeast Management Company, (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1997).
+23.1 -- Consent of Deloitte & Touche LLP.
*23.2 -- Consent of Alston & Bird LLP (set forth in its opinion
filed as Exhibit 5.1).
24.1 -- Powers of attorney (set forth on the signature page
hereof).
</TABLE>

- ---------------

* To be filed by amendment.

+ Filed herewith.

ITEM 17. UNDERTAKINGS.

(a) 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 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.

II-1
<PAGE> 44

(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed
by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this registration statement as
of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

II-2
<PAGE> 45

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, on the second day of June,
1998.

CAMERON ASHLEY BUILDING PRODUCTS,
INC.,
a Georgia corporation

By: /s/ RONALD R. ROSS
----------------------------------
Ronald R. Ross
Chairman of the Board and Chief
Executive Officer

POWER OF ATTORNEY

The undersigned hereby constitute and appoint Ronald R. Ross, Walter J.
Muratori, J. Andrew Kerner and John S. Davis, and each of them, with full power
to act without the other and with full power of substitution and resubstitution,
our true and lawful attorneys-in-fact with full power to execute in our name and
behalf in any and all capacities any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
and any registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933 and to file
the same, with all exhibits thereto and all documents in connection therewith
with the Securities and Exchange Commission and any other state or securities
authority, and hereby ratify and confirm all that such attorneys-in-fact, or any
of them, or their substitutes shall lawfully do or cause to be done by virtue
thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ RONALD R. ROSS Chairman of the Board June 2, 1998
- ----------------------------------------------------- and Chief Executive
Ronald R. Ross Officer

/s/ J. ANDREW KERNER Executive Vice June 2, 1998
- ----------------------------------------------------- President-Chief
J. Andrew Kerner Financial Officer
and Treasurer

/s/ JOHN H. BRADBERRY Executive Vice June 2, 1998
- ----------------------------------------------------- President and Chief
John H. Bradberry Accounting Officer

/s/ J. VERONICA BIGGINS Director June 2, 1998
- -----------------------------------------------------
J. Veronica Biggins

Director June , 1998
- -----------------------------------------------------
Richard L. Cravey

/s/ HARRY K. HORNISH Director June 2, 1998
- -----------------------------------------------------
Harry K. Hornish

/s/ DONALD S. HUML Director June 2, 1998
- -----------------------------------------------------
Donald S. Huml
</TABLE>

II-3
<PAGE> 46

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ ALLEN J. KEESLER, JR. Director June 2, 1998
- -----------------------------------------------------
Allen J. Keesler, Jr.

Vice Chairman, June , 1998
- ----------------------------------------------------- President and Chief
Walter J. Muratori Operating Officer,
Director

/s/ CHARLES C. SCHOEN, III Director June 2, 1998
- -----------------------------------------------------
Charles C. Schoen, III

/s/ ALAN K. SWIFT Director June 2, 1998
- -----------------------------------------------------
Alan K. Swift

Director June , 1998
- -----------------------------------------------------
Edwin A. Wahlen, Jr.
</TABLE>

II-4
<PAGE> 47

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement.
+3.1 -- Certificate of Incorporation of the Company, as amended.
+3.2 -- By-Laws of the Company, as amended.
*5.1 -- Opinion of Alston & Bird LLP as to legality of the Common
Stock registered hereby.
10.1 -- Amended and Restated Agreement for Consulting Services
dated November 1, 1996 among the Company, Cameron, Ashley
and CGW Southeast Management Company, (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1997).
+23.1 -- Consent of Deloitte & Touche LLP.
*23.2 -- Consent of Alston & Bird LLP (set forth in its opinion
filed as Exhibit 5.1).
24.1 -- Powers of attorney (set forth on the signature page
hereof).
</TABLE>

- ---------------

* To be filed by amendment.

+ Filed herewith.

<PAGE> 1
SECRETARY OF STATE CHARTER NUMBER : 9117930 DP
BUSINESS SERVICES AND REGULATION COUNTY : FULTON
SUITE 315, WEST TOWER DATE INCORPORATED: OCTOBER 10,1991
2 MARTIN LUTHER KING JR. DR. EXAMINER : DONNA HYDE
ATLANTA, GEORGIA 30334-1530 TELEPHONE NUMBER : 404/656-0624

REQUESTED BY:
- -------------

POWELL, GOLDSTEIN, FRAZER & MURPHY
GERARDO M. BALBONI, II
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303

CERTIFICATE OF INCORPORATION

I, MAX CLELAND, Secretary of State and the Corporations Commissioner of
the State of Georgia do hereby certify, under the seal of my office, that

- ----------------------------------------------------------------------------
"CGW BUILDING MATERIALS GROUP, INC."
- ----------------------------------------------------------------------------

has been duly incorporated under the laws of the State of Georgia on the date
set forth above, by the filing of articles of incorporation in the office of the
Secretary of State and the fees therefor paid, as provided by law, and that
attached hereto is a true copy of said articles of incorporation.

WITNESS, my hand and official seal, in the City of Atlanta and the State of
Georgia on the date set forth below.

DATE: OCTOBER 10, 1991

<SEAL> /s/ MAX CLELAND
MAX CLELAND
SECRETARY OF STATE

/s/ VERLEY J. SPIVEY
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE

<PAGE> 2

CGW BUILDING MATERIALS GROUP,INC.
ARTICLES OF INCORPORATION

The name of the Corporation is:

CGW Building Materials Group, Inc.

II.

The Corporation shall have authority to issue 1,000,000 shares
of stock.

III.

The initial registered office of the Corporation shall be at
Powell, Goldstein, Frazer & Murphy, 191 Peachtree St., N.E., Atlanta, Georgia
30303, in Fulton County. The initial registered agent of the Corporation at
such address shall be Gerardo M. Balboni II.

IV.

The name and address of the incorporator is:

Gerardo M. Balboni II, Esq.
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
<PAGE> 3
V.

The mailing address of the initial principal office of
the Corporation is 191 Peachtree Street, N.E.

VI.

The initial Board of Directors shall consist of one
member who shall be and whose address is:

William S. Green
5600 Glenridge Drive
Suite 350
Atlanta Georgia 30342

VII.

No director shall have any personal liability to the Corporation or to its
shareholders for monetary damages for breach of duty of care or other duty as a
director, by reason of any act or omission occurring subsequent to the date when
this provision becomes effective, except that this provision shall not
eliminate or limit the liability of a director for (a) any appropriation, in
violation of his duties, of any business opportunity of the Corporation; (b)
acts or omissions which involve intentional misconduct or a knowing violation of
law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia
Business Corporation Code; or (d) any transaction from which the director
derived an improper personal benefit.

-2-
<PAGE> 4
VIII.

Any action required by law or by the Bylaws of the Corporation to be taken
at a meeting of the shareholders of the Corporation, and any action which may be
taken at a meeting of the shareholders, may be taken without a meeting if a
written consent, setting forth the action so taken, shall be signed by persons
entitled to vote at a meeting those shares having sufficient voting power to
cast not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
were present and voted. Notice of such action without a meeting by less than
unanimous written consent shall be given within ten (10) days of the taking of
such action to those shareholders of record on the date when the written
consent is first executed and whose shares were not represented in the written
consent.

-3-
<PAGE> 5
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.

/s/ GERARDO M. BALBONI II, ESQ.
-------------------------------
Gerardo M. Balboni II, Esq.
Incorporator

-4-
<PAGE> 6
CGW BUILDING MATERIALS, INC.

CERTIFICATE OF INCORPORATOR
REGARDING
REQUEST FOR PUBLICATION OF NOTICE
OF
INTENT TO INCORPORATE

The undersigned incorporator of CGW Building Materials Group, Inc., a
corporation to be formed pursuant to the Georgia Business Corporation Code,
hereby certifies that the request for publication of a notice of intent to file
the Articles of Incorporation of CGW Building Materials Group, Inc., and
payment therefor, have been made as required by Section 14-2-201.1(b) of the
Georgia Business Corporation Code.

This 10th day of October, 1991.

/s/ GERARDO M. BALBONI II, ESQ.
-------------------------------
Gerardo M. Balboni II, Esq.
Incorporator
<PAGE> 7
[LOGO] A100
MAX CLELAND BUSINESS SERVICES AND REGULATION Eff.7/1/89
Secretary of State Suite 315, West Tower J.F. GULLION
State of Georgia 2 Martin Luther King Jr., Drive Director
Atlanta, Georgia 30334
(404)658-2817

ARTICLES OF INCORPORATION DATA ENTRY FORM
FOR GEORGIA CORPORATIONS

- --------------------------------------------------------------------------------
I. Filing Date: 10/10/91 Code: DP Docket Number: 91283442,444,445-446
---------- ---- ----------------------------
Assigned Exam: 69 Amount $ By:
---- --------------- -----------------
Charter Number: 9117930 Completed:
------------------ -------------------------
- --------------------------------------------------------------------------------

DO NOT WRITE ABOVE THIS LINE -- SOS USE ONLY
NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE THE REMAINDER OF THIS FORM.

- --------------------------------------------------------------------------------
II. Corporate Name: CGW Building Materials Group, Inc.
- --------------------------------------------------------------------------------
Mailing Address: 191 Peachtree Street, N.E., 16th Floor
- --------------------------------------------------------------------------------
City: Atlanta County: Fulton State: Georgia Zip Code: 30303
- --------------------------------------------------------------------------------
III. Fees Submitted By: Powell, Goldstein, Frazer & Murphy
- --------------------------------------------------------------------------------
Amount Enclosed: $220.00 Check Number:
- --------------------------------------------------------------------------------
IV. Incorporator: Gerardo M. Balboni II
- --------------------------------------------------------------------------------
Address: 191 Peachtree Street, N.E., 16th Floor
- --------------------------------------------------------------------------------
City: Atlanta State: Georgia Zip Code: 30303
- --------------------------------------------------------------------------------
Incorporator:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
City: State: Zip Code:
- --------------------------------------------------------------------------------
V. Registered Agent/Office: Gerardo M. Balboni II
- --------------------------------------------------------------------------------
Address: 191 Peachtree Street, N.E., 16th Floor
- --------------------------------------------------------------------------------
City: Atlanta County: Fulton State: Georgia Zip Code: 30303
- --------------------------------------------------------------------------------
VI. ARTICLES OF INCORPORATION FILING CHECK-OFF LIST Applicant Examiner
- --------------------------------------------------------------------------------
1. Original and one conformed copy of
Articles of Incorporation X
- --------------------------------------------------------------------------------
2. Corporate name verification number X
- --------------------------------------------------------------------------------
3. Authorized shares stated X
- --------------------------------------------------------------------------------
4. Incorporator's signature X
- --------------------------------------------------------------------------------
5. Post effective date, if applicable
- --------------------------------------------------------------------------------
6. Number of pages attached:
- --------------------------------------------------------------------------------
VII. Applicant/Attorney: Gerardo M. Balboni II Telephone: 572-6788
- --------------------------------------------------------------------------------
Address: 191 Peachtree Street, N.E., 16th Floor
- --------------------------------------------------------------------------------
City: Atlanta State: Georgia Zip Code: 30303
- --------------------------------------------------------------------------------

NOTICE: Attach original and one copy of the Articles of Incorporation and the
Secretary of State filing fee ($60.00). Mail or deliver to the above address.
This form does not replace the Articles of Incorporation.

I understand that the information on this form will be used in the Secretary of
State Corporate database. I certify that a notice of intent to Incorporate and
a publishing fee of $40.000 has been mailed or delivered to an authorized
newspaper, as required by law.

Signed: [/s/ ILLEGIBLE] Date: October 10, 1991
---------------------------------------- --------------------

<PAGE> 1
AMENDED AND RESTATED BYLAWS
OF
CAMERON ASHLEY INC.

As AMENDED FEBRUARY 7, 1994

<PAGE> 2

AMENDED AND RESTATED BYLAWS

CAMERON ASHLEY INC.

Whenever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates otherwise. References herein to "Articles of Incorporation" are to the
Amended and Restated Articles of Incorporation of CGW Building Materials Group,
Inc., a Georgia corporation (the "Corporation"), as the same may be further
amended and restated from time to time.

All of these Bylaws are subject to contrary provisions, if any, of the
Articles of Incorporation (including provisions designating the preferences,
limitations and relative rights of any class or series of shares), of the
Georgia Business Corporation Code (the "Code") and of other applicable law, as
now or hereinafter in effect.

ARTICLE I

Offices

1.1 Registered Office and Agent. The Corporation shall maintain a registered
---------------------------
office and shall have a registered agent whose business office is identical with
such registered office.

1.2 Principal Office. The principal office of the Corporation shall be at the
----------------
place designated in the Corporation's annual registration with the Secretary of
State of Georgia.

1.3 Other Offices. In addition to its registered office and principal office,
-------------
the Corporation may have offices at such other place or places, within or
without the State of Georgia, as the business of the Corporation may require or
make desirable.

ARTICLE 2

Shareholders' Meetings

2.1 Place of Meetings. Meetings of the shareholders may be held at any place
-----------------
within or without the State of Georgia designated by the Board of Directors or
such other person or persons who properly call the meeting, or if the Board of
Directors or such other person or persons do not specify a place, at the
principal office of the Corporation.

<PAGE> 3

2.2 Annual Meetings. The annual meeting of the shareholders shall be held at a
---------------
time determined by the Board of Directors, for the purpose of electing directors
and transacting any other business that may properly come before the meeting.
The annual meeting of the shareholders may be combined with any other meeting of
the shareholders, whether annual or special.

2.3 Special Meetings. Special meetings of the shareholders of any class or
----------------
series or of all classes or series of the Corporation's shares may be called at
any time by the Board of Directors, the Chairman of the Board or the President
and, if the Corporation has one hundred (100) or fewer shareholders of record,
shall be called by the Corporation upon the written request (as required by the
Code) of the holders of 25% of all the votes entitled to be cast on any issue or
issues to be considered at such special meeting. Except as otherwise provided in
the Code or the Articles of Incorporation, if the Corporation has more than one
hundred (100) shareholders of record, the shareholders shall not have the right
to call special meetings of the shareholders. The business that may be
transacted at any special meeting of the shareholders shall be limited to the
purpose or purposes stated in the notice of such special meeting given in
accordance with Section 2.4 of these Bylaws (including such related or
incidental matters as may be necessary or appropriate to give effect to the
purpose or purposes so stated).

2.4 Notice of Meetings. Unless waived in accordance with Section 2.5 of these
------------------
Bylaws, the Corporation shall give written notice in accordance with Section 8.5
of these Bylaws of the date, time and place of each annual and special
shareholders' meeting, no fewer than 10 days nor more than 60 days before the
meeting date, to each shareholder of record entitled to vote at such meeting. In
the case of an annual meeting of the shareholders, the notice of the meeting
need not state the purpose or purposes of the meeting unless otherwise required
by these Bylaws or applicable law. In the case of a special meeting of the
shareholders, the notice of the meeting shall state the purpose or purposes for
which the meeting is called. If an annual or special shareholders' meeting is
adjourned to a different date, time or place, the Corporation shall give notice
of the new date, time or place of such meeting, unless a quorum was present and
such information regarding the adjournment was announced at the meeting before
adjournment thereof; provided, however, that if a new record date is or must be
fixed in accordance with Section 7.5 of these Bylaws, notice of the adjourned
meeting shall in any event be given by the Corporation to the shareholders as of
the new record date.

2.5 Waiver of Notice. A shareholder may waive any notice required by the Code,
----------------
the Articles of Incorporation or these Bylaws, before or after the date and time
of the matter to which the notice relates, by delivery to the Corporation of a
written waiver of such notice signed by the shareholder entitled to such notice.
In addition, a shareholder's attendance at a meeting shall be (i) a waiver of
objection to lack of notice or defective notice of such meeting unless such
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (ii) a waiver of objection

-2-

<PAGE> 4

to consideration of a particular matter at such meeting that is not within the
purpose or purposes stated in the meeting notice, unless the shareholder objects
to considering the matter when it is presented. Except as otherwise required by
the Code, neither the business transacted nor the purpose of the meeting need be
specified in any waiver.

2.6 Voting Group: Quorum; Vote Required to Act.
------------------------------------------

(a) Unless otherwise required by the Code or the Articles of
Incorporation, all classes or series of the Corporation's shares entitled to
vote generally on a matter shall for that purpose be considered a single voting
group (a "Voting Group"). If the Articles of Incorporation or the Code requires
voting by two or more Voting Groups on a matter, action on that matter is taken
only when voted upon by each of those Voting Groups counted separately. At all
meetings of the shareholders, each Voting Group that is entitled to vote on a
matter may take action on such matter only if a quorum of such Voting Group
exists at such meeting. Unless the Articles of Incorporation, these Bylaws, or
the Code otherwise provides, the presence (in person or by proxy) of a majority
of the votes entitled to be cast on a matter by a Voting Group constitutes a
quorum of that Voting Group with regard to that matter. Once a share is
represented at any shareholders' meeting other than solely to object to holding
the meeting or transacting business at the meeting, such share shall be deemed
present for quorum purposes for the remainder of the meeting and for any
adjournments of that meeting, unless a new record date is or must be set
pursuant to Section 7.5 of these Bylaws for such adjourned meeting.

(b) If a quorum exists, action on a matter (other than the election of
directors) by a Voting Group is approved if the votes cast within the Voting
Group favoring the action exceed the votes cast within the Voting Group opposing
the action, unless the Articles of Incorporation, these Bylaws or the Code
requires a greater number of affirmative votes.

2.7 Voting of Shares. Unless otherwise required by the Code or the Articles of
----------------
Incorporation, each outstanding share of any class or series having voting
rights shall be entitled to one vote on each matter that is submitted to a vote
at a meeting of the shareholders.

2.8 Proxies. A shareholder entitled to vote on a matter may vote in person or by
-------
proxy executed in writing by the shareholder or by his attorney-in-fact. A proxy
shall be valid for 11 months from the date of its receipt by the Secretary,
Assistant Secretary, or other officer or agent of the Corporation authorized to
tabulate votes, unless a longer period is expressly stated therein.

2.9 Presiding Officer. Except as otherwise provided in this Section 2.9, the
-----------------
Chairman of the Board or the President shall preside at every shareholders'
meeting as its chairman, if either of them is present and willing to so serve.
If neither the Chairman of the Board nor the President is present and willing to
serve as chairman of the meeting, and neither has

-3-
<PAGE> 5

designated another person who is present and willing to so serve, then a
majority of the Corporation's directors present at the shareholders' meeting
shall be entitled to designate a person to serve as chairman of the meeting. If
no directors of the Corporation are present at such meeting or no majority of
the directors can be established, a chairman of the meeting shall be selected by
a majority vote of the shares present at the meeting and entitled to vote in an
election of directors. The chairman of the meeting shall appoint such persons as
he deems appropriate to assist with the meeting.

2.10 Adjournments. Any meeting of the shareholders (including an adjourned
------------
meeting) may be adjourned by an affirmative vote of the holders of a majority of
the voting shares represented at the meeting, regardless of whether a quorum is
then present, to reconvene at a specific time and place. At any such reconvened
meeting, only such business may be transacted as could have been transacted at
the meeting that was adjourned, unless further notice of the adjourned meeting
has been given in compliance with the requirements for a special meeting and
specifies the additional purpose or purposes for which the meeting is called.

2.11 Conduct of the Meeting. At any meeting of the shareholders, the chairman
----------------------
of such meeting shall be entitled to establish the rules of order that shall
govern the conduct of business at the meeting.

2.12 Action of Shareholders Without a Meeting. Except as otherwise provided in
----------------------------------------
the Articles of Incorporation, action required or permitted to be taken at an
annual or special meeting of the shareholders may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof,
and any further requirements of law pertaining to such consents have been
complied with.

2.13 Matters Considered at Annual Meetings. At any annual meeting of the
-------------------------------------
shareholders, only such business shall be conducted as shall have properly been
brought before such meeting (i) by or at the direction of the Board of Directors
prior to the meeting, (ii) by or at the direction of the Chairman of the Board
or the President if present at the meeting, or (iii) by any shareholder who is
entitled to vote with respect thereto.

ARTICLE 3

The Board of Directors

3.1 General Powers. All corporate powers shall be exercised by or under the
--------------
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors.

3.2 Number and Term of Office.
-------------------------

-4-

<PAGE> 6

(a) The number of directors of the Corporation shall not be less than
seven (7) and not more than eleven (11), the exact number within such minimum
and maximum limits to be fixed and determined from time to time by resolution of
a majority of the Board of Directors.

(b) Each director shall serve until the election and qualification of
his successor or until his earlier death, resignation, disqualification or
removal, as provided in the Articles of Incorporation and herein. Despite the
expiration of a director's term, such director shall continue to serve until
such director's successor, if there is to be any, has been elected and
qualified.

3.3 Removal of Directors. The entire Board of Directors or any individual
--------------------
director may be removed only as provided in the Articles of Incorporation.

3.4 Compensation. Directors may receive such compensation for their services as
------------
directors as may from time to time be fixed by the Board of Directors. A
director may also serve the Corporation in a capacity other than that of
director and receive compensation for services rendered in such other capacity.

3.5 Committees of the Board of Directors.
------------------------------------

(a) The Board of Directors may, by resolution adopted by a majority of
the Board of Directors, designate an Executive Committee of three (3) or more
directors. Each member of the Executive Committee shall hold office until the
first meeting of the Board of Directors after the annual meeting of the
shareholders next following his election and until a successor member of the
Executive Committee is elected or until his earlier death, resignation,
disqualification or removal, or until he shall cease to be a director.

(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall not have the authority of the Board of
Directors to (1) approve or propose to the shareholders action that the Code
requires to be approved by the shareholders; (2) fill vacancies on the Board of
Directors or on any of its committees; (3) amend the Articles of Incorporation
pursuant to Code Section 14-2-1002; (4) adopt, amend or repeal the Bylaws of the
Corporation; or (5) approve a plan of merger not requiring shareholder approval.

(c) The Executive Committee shall meet from time to time on call of the
Chairman of the Board or the President or of any two or more members of the
Executive Committee or its chairman. Meetings of the Executive Committee may be
held

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<PAGE> 7

at such place or places, within or without the State of Georgia, as the
Executive Committee shall determine or as may be specified or fixed in the
respective notices or waivers of such meetings. The Executive Committee may fix
its own rules of procedure, including provision for notice of its meetings. The
Executive Committee shall keep a record of its proceedings and shall report
these proceedings to the Board of Directors at its next meeting, and all such
proceedings shall be subject to revision or alteration by the Board of
Directors, except to the extent of action that shall have been taken pursuant to
or in reliance upon such proceedings prior to any such revision or alteration.

(d) The Executive Committee shall act by majority vote of its members.

(e) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this Section 3.5, may designate one or more directors as
alternate members of the Executive Committee, who may act in the place and stead
of any absent member or members at any meeting of the Executive Committee.

(f) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this Section 3.5, may designate one or more additional
committees, which shall have and may exercise such powers of the Board of
Directors, except the powers denied to the Executive Committee, as may be
determined from time to time by the Board of Directors.

(g) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this Section 3.5, shall have power at any time to remove any
member of any committee, with or without cause, and to fill vacancies in and to
dissolve any such committee.

3.6 Qualification of Directors. No person elected to serve as a director of the
--------------------------
Corporation shall assume such office and commence such service unless and until
such person shall be duly qualified, as determined by reference to the Code and
the Articles of Incorporation.

ARTICLE 4

Meetings of the Board of Directors

4.1 Regular Meetings. A regular meeting of the Board of Directors shall be held
----------------
in conjunction with each annual meeting of the shareholders. In addition, the
Board of Directors may, by prior resolution, schedule and hold regular meetings
at other times.

4.2 Special Meetings. Special meetings of the Board of Directors may be called
----------------
by or at the request of the Chairman of the Board, the President or any two or
more directors in office at that time.

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<PAGE> 8

4.3 Place of Meetings. Directors may hold their meetings at any place within or
-----------------
without the State of Georgia as the Board of Directors may from time to time
establish.

4.4 Notice of Meetings. No notice is required for any regular meeting of the
------------------
Board of Directors. Unless waived in accordance with Section 4.10 of these
Bylaws, the Corporation shall give not less than one day's notice to each
director of the date, time and place of each special meeting of the Board of
Directors. Notice of a future meeting shall be deemed to have been given to any
director in attendance at any meeting at which the date, time, and place of the
subsequent meeting was announced.

4.5 Quorum. At any meeting of the Board of Directors, one-third (1/3) or more of
------
the number of directors prescribed (or, if no number is prescribed, the number
of directors serving on the Board Directors immediately prior to such meeting)
shall constitute a quorum for the transaction of business.

4.6 Vote Required for Action.
------------------------

(a) If a quorum is present when the vote is taken, the vote of a
majority of the directors present will be the act of the Board of Directors,
unless the vote of a greater number is required by the Code, the Articles of
Incorporation or these Bylaws.

(b) A director who is present at a meeting of the Board of Directors or
any committee thereof when corporate action is taken is deemed to have assented
to the action taken unless:

(1) Such director objects at the beginning of the meeting (or
promptly upon such director's arrival) to holding it or transacting
business at the meeting;

(2) Such director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or

(3) Such director delivers written notice of such director's
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the Corporation immediately after adjournment of the
meeting.

The right of dissent or abstention is not available to a director who
votes in favor of the action taken.

4.7 Participation by Conference Telephone. Members of the Board of Directors may
-------------------------------------f
participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment through which all persons
participating may

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<PAGE> 9

simultaneously hear each other. Participation in a meeting pursuant to this
Section 4.7 shall constitute presence in person at such meeting.

4.8 Action by Directors Without a Meeting. Any action required or permitted to
-------------------------------------
be taken at any meeting of the Board of Directors may be taken without a meeting
if one or more written consents, describing the action taken, are signed by all
the directors and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Such consent shall have the same force and
effect as a unanimous vote of the Board of Directors at a duly convened meeting.

4.9 Adjournments. A meeting of the Board of Directors, whether or not a quorum
------------
is present, may be adjourned by a majority of the directors present to reconvene
at a specific time and place. It shall not be necessary to give notice of the
reconvened meeting or of the business to be transacted, other than by
announcement at the meeting that was adjourned, unless a quorum was not present
at the meeting that was adjourned, in which case notice shall be given to
directors in the same manner as for a special meeting of the Board of Directors.
At any such reconvened meeting at which a quorum is present, any business may be
transacted that could have been transacted at the meeting that was adjourned.

4.10 Waiver of Notice. A director may waive any notice required by the Code,
----------------
the Articles of Incorporation or these Bylaws before or after the date and time
of the matter to which the notice relates, by a written waiver signed by such
director and delivered to the Corporation for inclusion in the minutes or filing
with the corporate records. Attendance by a director at a meeting shall
constitute waiver of notice of such meeting, except where a director at the
beginning of the meeting (or promptly upon arrival) objects to holding the
meeting or to the transacting of business at the meeting and does not thereafter
vote for or assent to action taken at the meeting.

ARTICLE 5

Officers

5.1 Offices. The officers of the Corporation shall consist of the Chairman of
-------
the Board, the President, one or more Vice Presidents, the Secretary and the
Treasurer, each of whom shall be elected or appointed by the Board of Directors.
The Board of Directors from time to time may create and establish the duties of
other offices and may elect or appoint, or authorize specific officers to
appoint, the officers who shall hold such other offices, including one or more
Vice Presidents (including Senior Vice Presidents, Assistant Vice Presidents,
and the like), one or more Assistant Secretaries and one or more Assistant
Treasurers. Whether or not so provided by the Board of Directors, the Chairman
of the Board and the President may appoint jointly one or more Assistant

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<PAGE> 10

Secretaries and one or more Assistant Treasurers. Any two or more offices may be
held by the same person.

5.2 Term. Each officer shall serve at the pleasure of the Board of Directors
----
(or, if appointed by an officer pursuant to this Article 5, at the pleasure of
the Board of Directors or any senior officer authorized to have appointed such
officer) until his earlier death, resignation, disqualification or removal, or
until his replacement is elected or appointed in accordance with this Article 5.

5.3 Compensation. The compensation of all officers shall be fixed by the Board
------------
of Directors or a committee of the Board of Directors, except that the Board of
Directors may delegate to any officer or officers the power to fix the
compensation of any officer appointed by an officer or officers in accordance
with Section 5.1 of these Bylaws. Officers may serve without compensation.

5.4 Removal. All officers (regardless of how elected or appointed) may be
-------
removed, with or without cause, by the Board of Directors, and any officer
appointed by another officer may also be removed, with or without cause, by any
senior officer authorized to have appointed such officer. Removal shall be
without prejudice to the contract rights, if any, of the person removed, but
shall be effective notwithstanding any damage claim that may result from
infringement of such contract rights.

5.5 Chairman of the Board. The Chairman of the Board shall be the Chief
---------------------
Executive Officer and shall have powers co-extensive with the President
including having general and active responsibility for the management of the
business of the Corporation. The Chairman of the Board shall also call meetings
of the shareholders and of the Board of Directors to order and shall act as
chairman of such meetings. He shall also be available at the request of the
President to advise and consult with the President with reference to any matters
of policy that may arise during the performance by the President of his duties
and responsibilities.

5.6 President. The President shall have general and active responsibility for
---------
the management of the business of the Corporation and shall see that all orders
and resolutions of the Board of Directors are carried into effect. The President
shall also have such powers and perform such duties as are specifically imposed
upon him by law and as may be assigned to him by the Board of Directors. In the
absence of the Chairman of the Board, the President shall call meetings of the
shareholders and of the Board of Directors to order and shall act as chairman of
such meetings.

5.7 Vice Presidents. The Vice Presidents shall perform such duties as are
---------------
generally performed by vice presidents. The Vice Presidents shall perform such
other duties and exercise such other powers as the Board of Directors or the
President shall request or delegate.

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<PAGE> 11

5.8 Secretary. The Secretary shall attend all sessions of the Board of Directors
---------
and all meetings of the shareholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose and shall perform like duties
for the standing committee when required. The Secretary shall give, or cause to
be given, any notice required to be given of any meetings of the shareholders
and of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or the President under whose supervision he
shall be. The Assistant Secretary or Assistant Secretaries shall, in the absence
or disability of the Secretary, or at his request, perform the duties and
exercise the powers and authority of the Secretary.

5.9 Treasurer. The Treasurer shall have charge of and be responsible for all
---------
funds, securities, receipts and disbursements of the Corporation, and shall
deposit, or cause to be deposited, in the name of the Corporation, all monies or
other valuable effects, in such banks, trust companies or other depositories as
shall, from time to time, be selected by the Board of Directors. The Treasurer
shall render to the President and to the Board of Directors, whenever requested,
an account of the financial condition of the Corporation, and in general, shall
perform all the duties incident to the office of a treasurer of a corporation,
and such other duties as may be assigned to him by the Board of Directors or the
President.

5.10 Delegation. In case of the absence of any officer of the Corporation, or
----------
for any other reason that the Board of Directors may deem sufficient, the Board
of Directors may delegate, for the time being, any or all of the powers or
duties of such officer to any officer or to any director.

ARTICLE 6

Distributions and Dividends

Unless the Articles of Incorporation provide otherwise, the Board of
Directors, from time to time in its discretion, may authorize or declare
distributions or share dividends in accordance with the Code.

ARTICLE 7

7.1 Share Certificates. The interest of each shareholder in the Corporation may
------------------
be evidenced by a certificate or certificates representing shares of the
Corporation which shall be in such form as the Board of Directors may from time
to time adopt in accordance with the Code. Share certificates shall be in
registered form, and indicate the date of issue, the name of the Corporation and
that it is organized under the laws of the State of Georgia,

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<PAGE> 12

the name of the shareholder, and the number and class of shares and designation
of the series, if any, represented by the certificate. Each certificate shall be
signed (either manually or by facsimile) by the Chairman of the Board or the
President and may be signed by the Secretary or an Assistant Secretary;
provided, however, that if the signature of the officer or officers is in
facsimile, the certificate must be countersigned (either manually or by
facsimile) by a transfer agent or registered by a registrar. The Board of
Directors may authorize the issuance of some or all of the shares of any or all
classes or series without certificates.

7.2 Rights of Corporation with Respect to Registered Owners. Prior to due
-------------------------------------------------------
presentation for transfer of registration of its shares, the Corporation may
treat the registered owner of the shares (or the beneficial owner of the shares
to the extent of any rights granted by a nominee certificate on file with the
Corporation pursuant to any procedure that may be established by the Corporation
in accordance with the Code) as the person exclusively entitled to vote such
shares, to receive any dividend or other distribution with respect to such
shares, and as the shareholder of record for all other purposes; and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it has
express or other notice thereof, except as otherwise provided by law.

7.3 Transfers of Shares. Transfers of shares shall be made upon the books of the
-------------------
Corporation kept by the Corporation or at the office of the transfer agent
designated to transfer the shares, only upon direction of the person named in
the certificate or by an attorney lawfully constituted in writing. Before a new
certificate is issued, the old certificate shall be surrendered for cancellation
or, in the case of a certificate alleged to have been lost, stolen or destroyed,
the provisions of Section 7.4 of these Bylaws shall have been complied with.

7.4 Lost, Stolen or Destroyed Certificates. Any person claiming a share
--------------------------------------
certificate to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Corporation may require and shall,
if the Corporation so requires, give the Corporation a bond of indemnity in form
and amount, and with one or more sureties satisfactory to the Corporation, as
the Corporation may require, whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.

7.5 Fixing of Record Date. For the purpose of determining the shareholders (i)
---------------------
entitled to notice of or to vote at any meeting of the shareholders or, if
necessary, any adjournment thereof, or (ii) entitled to receive payment of any
distribution or dividend, and in order to make a determination of the
shareholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date, such date to be not more than 70 days (and,
in the case of a shareholders' meeting, not less than 10 days) prior to the date
on which the particular action, requiring such determination of the
shareholders, is to be taken. A separate record date may be established for each
Voting Group entitled to vote

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<PAGE> 13

separately on a matter at a meeting. A determination of the shareholders of
record entitled to notice of or to vote at a meeting of the shareholders shall
apply to any adjournment of such meeting, unless the Board of Directors shall
fix a new record date for the reconvened meeting, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.

7.6 Record Date if None Fixed. If no record date is fixed as provided in Section
-------------------------
7.5 of these Bylaws, then the record date for any determination of the
shareholders that may be proper or required by law shall be: the date on which
notice is mailed, in the case of a shareholders' meeting; the date on which the
Board of Directors adopts a resolution declaring a dividend or authorizing a
distribution, in the case of a payment of a dividend or distribution; and the
date on which any other action is taken, in the case of such other action
requiring a determination of the shareholders.

ARTICLE 8

Miscellaneous

8.1 Inspection of Books and Records. The Board of Directors shall have the power
-------------------------------
to determine which accounts, books and records of the Corporation shall be
available for any shareholder to inspect or copy, except such as the Code
requires to be made available upon compliance by the shareholder with applicable
requirements, and shall have power to fix reasonable rules and regulations
(including confidentiality restrictions and procedures) not in conflict with
applicable law for the inspection and copying of accounts, books and records
that by law or by determination of the Board of Directors are made available.
Unless required by the Code or otherwise provided by the Board of Directors or
other contractual agreements of the Corporation, a shareholder holding less than
two percent (2%) of the total shares of the Corporation then outstanding shall
have no right to inspect the books and records of the Corporation.

8.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of
-----------
the Corporation and to change the same from time to time as it deems
appropriate.

8.3 Corporate Seal. The corporate seal will be in such form as the Board of
--------------
Directors may from time to time determine.

8.4 Annual Statements. Not later than four (4) months after the close of each
-----------------
fiscal year, and in any case prior to the next annual meeting of the
shareholders, the Corporation shall prepare (a) a balance sheet showing in
reasonable detail the financial condition of the Corporation as of the close of
its fiscal year, and (b) a profit and loss statement showing the results of its
operations during its fiscal year. Upon receipt of written request, the
Corporation promptly shall mail to any shareholder of record a copy of the most
recent

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<PAGE> 14

such balance sheet and profit and loss statement, in such form and with such
additional information as the Code may require.

8.5 Notice.
------
(a) Whenever these Bylaws require notice to be given to any shareholder
or to any director, the notice may be given by mail, in person, by courier
delivery, by telephone or by telecopier, telegraph or similar electronic means.
Notice shall be in writing unless oral notice is reasonable under the
circumstances. Whenever notice is given to a shareholder or director by mail,
the notice shall be sent first class mail by depositing the same in a post
office or letter box in a postage prepaid sealed envelope addressed to the
shareholder or director at his address as it appears on the books of the
Corporation. If the Corporation has more than 500 shareholders of record
entitled to vote at a meeting, it may utilize a class of mail other than first
class if the notice of the meeting is mailed, with adequate postage prepaid, not
less than thirty (30) days before the date of the meeting. Any such written
notice given by mail shall be effective: (i) if given to the shareholders, at
the time the same is deposited in the United States mail; and (ii) in all other
cases, at the earliest of (A) when received or when delivered, properly
addressed, to the addressee's last known principal place of business or
residence, (B) five (5) days after its deposit in the mail, as evidenced by the
postmark, if mailed with first-class postage prepaid and correctly addressed or
(C) on the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee. Whenever notice if given to a shareholder or director by any means
other than mail, such notice shall be deemed given when received.

(b) In calculating time periods for notice, when a period of time
measured in days, weeks, months, years, or other measurement of time is
prescribed for the exercise of any privilege or the discharge of any duty, the
first day shall not be counted but the last day shall be counted.

ARTICLE 9

Amendments

Except as otherwise provided under the Code or by the Articles of
Incorporation, the Board of Directors shall have the power to alter, amend or
repeal these Bylaws or adopt new Bylaws. Except as otherwise provided in the
Articles of Incorporation, the shareholders also shall have the power to alter,
amend or repeal these Bylaws or adopt new Bylaws. The shareholders may prescribe
in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be
altered, amended or repealed by the Board of Directors. Notwithstanding the
foregoing, Section 3.2(a) of these Bylaws shall only be altered or amended by
the vote of not less than two-thirds (2/3) of the directors then in office,
though less than a quorum, or by the sole remaining director; provided, however,

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that the shareholders may, by resolution duly approved at any annual meeting of
the shareholders by eighty percent (80%) of the votes entitled to be cast by the
holders of all of the then outstanding shares of common stock and any class or
series of preferred stock, voting together as a single Voting Group, alter or
amend the provisions of Section 3.2(a) of these Bylaws.

ARTICLE 10

Indemnification

(a) The Corporation shall indemnify its directors and may provide
advances for expenses incurred by any of them in connection with any proceeding,
to the fullest extent allowed under the Code, as it exists now or as hereafter
may be amended. Such indemnification and advances for expenses shall be made in
accordance with the Code, as it exists now and as hereafter may be amended, and
subject to the conditions and limitations provided therein, including, without
limitation, any condition that the director to be indemnified or provided
advances for expenses has met applicable standards of conduct.

(b) The Corporation shall indemnify its officers and may provide
advances for expenses incurred by any of them in connection with any proceeding,
to the fullest extent allowed with respect to directors under the Code, as it
exists now or as hereafter may be amended. Such indemnification and advances for
expenses shall be made in accordance with the Code, as it exists now and as
hereafter may be amended, and subject to the conditions and limitations provided
therein with respect to indemnification and advancement of expenses to
directors, including, without limitation, any condition that the officer to be
indemnified or provided advances for expenses has met standards of conduct that
are the same as or comparable to standards of conduct applicable to directors.

(c) The Corporation may purchase and maintain insurance on behalf of
any such persons whether or not the Corporation would have the power to
indemnify such officers and directors against any liability under the Code. If
any expense or other amounts are paid by way of indemnification, other than by
court order, action by the shareholders or by an insurance carrier, the
Corporation shall provide notice of such payment to the shareholders in
accordance with the provisions of the Code.

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EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Cameron Ashley Building Products, Inc. on Form S-3 of our reports dated
December 16, 1997 (except the last paragraph of Note 7, which is as of
January 22, 1998), appearing in the Annual Report on Form 10-K of Cameron
Ashley Building Products, Inc. for the year ended October 31, 1997 and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.

DELOITTE & TOUCHE LLP
Dallas, Texas
June 2, 1998