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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 3, 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
Cameron Ashley Building Products, Inc. has received an increased offer
from Guardian Fiberglass, Inc., a subsidiary of Guardian Industries Corp., to
acquire all of the outstanding shares of the Company. The proposed purchase
price is $18.50 per share in cash. The offer is subject to negotiation of a
definitive agreement.
The Special Committee, consisting of independent members of the Board
of Directors, will evaluate this offer along with its financial advisor, Credit
Suisse First Boston. The offer stipulates a deadline for acceptance of 5:00 PM
on Friday, April 7, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. Press Release of Cameron Ashley Building Products, Inc. dated April
3, 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 6, 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 3,
2000.
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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 INCREASED OFFER FROM GUARDIAN FIBERGLASS
DALLAS, Texas, April 4, 2000-- Cameron Ashley Building Products, Inc.
(NYSE:CAB) announced today that it has received an increased offer from Guardian
Fiberglass, Inc., a subsidiary of Guardian Industries Corp., to acquire all of
the outstanding shares of the Company. The proposed purchase price is $18.50 per
share in cash. The offer is subject to negotiation of a definitive agreement.
The Special Committee, consisting of independent members of the Board
of Directors, will evaluate this offer along with its financial advisor, Credit
Suisse First Boston. The offer stipulates a deadline for acceptance of 5:00 PM
on Friday, April 7, 2000.
Cameron Ashley recently announced that it had entered into an amended
definitive agreement whereby an 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 would acquire all the outstanding shares of
Cameron Ashley's common stock at a price of $18.25 per share in cash. That
agreement includes a $5 million breakup fee.
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 FROM GUARDIAN FIBERGLASS
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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.
