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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CAMERON ASHLEY BUILDING PRODUCTS, INC.
(Name of Subject Company)
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CAMERON ASHLEY BUILDING PRODUCTS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
JOHN S. DAVIS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CAMERON ASHLEY BUILDING PRODUCTS, INC.
11651 PLANO ROAD
DALLAS, TEXAS 75243
(214) 860-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
GUY H. KERR, ESQ.
VAN M. JOLAS, ESQ.
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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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 ACCEPTANCE OF OFFER
FROM GUARDIAN INDUSTRIES
DALLAS, Texas, May 1, 2000-- Cameron Ashley Building Products, Inc.
(NYSE:CAB) announced today that it has accepted an offer from Guardian
Industries Corp., to acquire all of the outstanding shares of the Company for
$18.35 per share in cash. A definitive merger agreement between the companies
has been signed.
The definitive agreement contemplates that Guardian will commence a
tender offer to purchase all of Cameron Ashley's outstanding common stock within
the next 10 business days. Assuming requisite levels of tendered shares are met,
receipt of regulatory approvals and satisfaction of other closing conditions,
closing of the transaction is expected in June. Receipt of financing by Guardian
is not a closing condition.
Cameron Ashley had previously 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. The investment group
declined to increase its offer to purchase the company, and the agreement with
the investment group has been terminated.
Ronald R. Ross, Cameron Ashley Chairman and Chief Executive Officer,
said, "I'd like to thank the Special Committee for the outstanding effort they
have expended on behalf of the shareholders of Cameron Ashley. Their efforts
have resulted in a substantial increase in value for our shareholders since this
process began in the fourth calendar quarter of 1999."
- MORE -
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CAMERON ASHLEY ANNOUNCES ACCEPTANCE OF
OFFER FROM GUARDIAN INDUSTRIES Page 2
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.
Investors and security holders are strongly advised to read both the
tender offer statement and the solicitation/recommendation statement regarding
the tender offer referred to in this press release when they become available,
because they will contain important information. The tender offer statement will
be filed by Guardian with the Securities and Exchange Commission ("SEC"), and
the solicitation/ recommendation statement will be filed by Cameron Ashley with
the SEC. Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed by Guardian at the SEC's
web site at http://www.sec.gov. The tender offer statement and related materials
may be obtained for free by directing such requests to Guardian. The
solicitation/recommendation statement and such other documents may be obtained
for free by directing such requests to Cameron Ashley.
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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