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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 12, 2000
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CAMERON ASHLEY BUILDING PRODUCTS, INC.
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(Exact name of Registrant as specified in its charter)
0-23442
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(Commission File Number)
GEORGIA 58-1984957
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
11651 PLANO ROAD
DALLAS, TEXAS 75243
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(Address, including Zip Code, of Principal Executive Offices)
Registrant's telephone number, including area code: 214-860-5100
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ITEM 5. OTHER EVENTS
The Company's Special Committee, consisting of independent members of
the Board of Directors, is continuing discussions and negotiations with Guardian
Fiberglass, Inc., a subsidiary of Guardian Industries Corp., and the investment
group consisting of CGW Southeast Partners IV, L.P. and an affiliate of Citicorp
Venture Capital, Ltd., a subsidiary of Citigroup Inc., along with senior
management of the Company and strategic partner Owens Corning, concerning a
potential sale of the Company.
The Company earlier announced that it had entered into a definitive
agreement with the investment group, under which that group would purchase all
the outstanding shares of Cameron Ashley common stock for $18.25 per share in
cash, and that Guardian Fiberglass had offered to purchase the shares for $18.50
per share. No new definitive agreement has been reached.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. Press Release of Cameron Ashley Building Products, Inc. dated
April 12, 2000.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAMERON ASHLEY BUILDING PRODUCTS, INC.
Date: April 13, 2000 By: /s/ GAROLD E. SWAN
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Garold E. Swan,
Executive Vice President and CFO
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99 Press Release of Cameron Ashley Building Products, Inc. dated
April 12, 2000.
</TABLE>
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EXHIBIT 99
FOR: CAMERON ASHLEY BUILDING
PRODUCTS, INC.
APPROVED BY: Garold E. Swan
Chief Financial Officer
(214) 860-5100
For Immediate Release
CONTACT: Morgen-Walke Associates
Gordon McCoun/Jennifer Angell
Media contact: Stacey Reed
(212) 850-5600
CAMERON ASHLEY ANNOUNCES CONTINUING DISCUSSIONS WITH BIDDERS
DALLAS, Texas, April 12, 2000 -- Cameron Ashley Building Products, Inc.
(NYSE:CAB) announced today that the Special Committee, consisting of independent
members of the Board of Directors, is continuing discussions and negotiations
with Guardian Fiberglass, Inc., a subsidiary of Guardian Industries Corp., and
the investment group consisting of CGW Southeast Partners IV, L.P. and an
affiliate of Citicorp Venture Capital, Ltd., a subsidiary of Citigroup Inc.
(NYSE:C), along with senior management of the Company and a strategic partner,
concerning a potential sale of the Company.
The Company earlier announced that it had entered into a definitive
agreement with the investment group, under which that group would purchase all
the outstanding shares of Cameron Ashley common stock for $18.25 per share in
cash, and that Guardian Fiberglass had offered to purchase the shares for $18.50
per share. No new definitive agreement has been reached.
Cameron Ashley Building Products, Inc. is a distributor of a broad line
of building products that are used principally in home improvement, remodeling
and repair work and in new residential construction. The Company distributes its
products to independent building material dealers, professional builders, large
contractors and mass merchandisers through a network of more than 160 branches
located throughout the United States and Canada. Product lines include roofing,
millwork, pool and patio enclosure materials, insulation, siding, steel
products, industrial metals and a variety of other building materials.
Certain statements in this release are "forward-looking statements" that
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be indicated by
phrases such as "believes", "anticipates", "expects", "intends", "foresees",
"projects", "predicts", "forecasts" or similar words and are subject to known
and unknown risks and uncertainties which may cause actual results in the future
to differ materially from forecasted
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results. Among the key factors that could cause results to differ materially
are: (i) the inability of the parties to the definitive merger agreement to
complete the proposed buy-out; (ii) actions by competitors, suppliers,
customers, shareholders, regulators and others following the announcement of the
proposed buy-out; (iii) stock market and financing market conditions; (iv)
business and economic conditions in North America and in the regional markets in
which the Company operate; (v) adverse homebuilding conditions including those
related to weather and interest rates; (vi) reliable and cost-effective supply
of products from manufacturers; and (vii) technology risks in implementing new
and/or converting existing information systems and other risks more fully
described in the Company's filings with the Securities and Exchange Commission.
The Company does not undertake any obligations to update the information
contained herein, which speaks only as of this date.
Note: More information on Cameron Ashley Building Products can be found on the
Wide World Web at http://www.cabp.com.
