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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): MARCH 22, 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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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
An investment group consisting of CGW Southeast Partners IV, L.P.; 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,
an affiliate of Owens Corning (NYSE:OWC), has increased its offer to acquire all
the outstanding shares of Cameron Ashley's common stock from its initial bid
price of $15.10 to $18.25 per share in cash.
The total consideration of the proposed transaction is approximately
$348 million including the assumption of debt. Financing commitments, subject to
customary conditions, are in place with both senior and subordinated debt
sources.
The Special Committee, consisting of independent members of the Board
of Directors, will evaluate this revised proposal along with its financial
advisor, Credit Suisse First Boston. The offer stipulates a deadline for
acceptance of 5:00 PM on Monday, March 27, 2000. The Special Committee is also
evaluating the previously announced proposal by Guardian Industries Corp. to
acquire all the outstanding shares of Cameron Ashley's common stock at a price
of $17.00 per share.
ITEM 7. EXHIBITS
(c) Exhibits
99. Press Release of Cameron Ashley Building Products, Inc. dated March 21,
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: March 22, 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
March 21, 2000.
</TABLE>
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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 Increased offer
TO ACQUIRE OUTSTANDING SHARES
- PURCHASE CONSIDERATION TO BE $18.25 PER SHARE -
DALLAS, Texas, March 21, 2000-- Cameron Ashley Building Products, Inc.
(NYSE:CAB) announced today that 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, has increased its offer to acquire all the
outstanding shares of Cameron Ashley's common stock from its initial bid price
of $15.10 to $18.25 per share in cash.
The total consideration of the proposed transaction is approximately
$348 million including the assumption of debt. Financing commitments, subject to
customary conditions, are in place with both senior and subordinated debt
sources.
The Special Committee, consisting of independent members of the Board
of Directors, will evaluate this revised proposal along with its financial
advisor, Credit Suisse First Boston. The offer stipulates a deadline for
acceptance of 5:00 PM on Monday, March 27, 2000. The Special Committee is also
evaluating the previously announced proposal by Guardian Industries Corp. to
acquire all the outstanding shares of Cameron Ashley's common stock at a price
of $17.00 per share.
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.
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CAMERON ASHLEY ANNOUNCES INCREASED OFFER TO
ACQUIRE OUTSTANDING SHARES Page 2
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 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.
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