Guardian Fiberglass Inc – ‘SC TO-C’ on 5/1/00 re: Cameron Ashley Building Products Inc

On:  Monday, 5/1/00, at 8:15pm ET   ·   As of:  5/2/00   ·   Accession #:  950124-0-2683   ·   File #:  5-43731

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Tender-Offer Statement — Preliminary Communication   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Tender-Offer Statement -- Preliminary                  3     13K 
                          Communication                                          

SC TO-C
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------- 
SCHEDULE TO 
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) 
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
CAMERON ASHLEY BUILDING PRODUCTS, INC.
(Name of Subject Company (Issuer))

CAB MERGER CORP.
GUARDIAN FIBERGLASS, INC. (Offerors)
(Name of Filing Person (identifying status as Offeror, Issuer or Other Person)) 

COMMON STOCK, NO PAR VALUE PER SHARE (including associated rights)
(Title of Class of Securities)

(CUSIP Number of Class of Securities) 

David Clark 
Chairman
Guardian Fiberglass, Inc. 
2300 Harmon Road
Auburn Hills, Michigan 48326
(248) 340-1800

(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications
on Behalf of the Filing Person) 

COPY TO:

Paul R. Rentenbach, Esq.
Dykema Gossett PLLC 
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6973

CALCULATIONS OF FILING FEE

TRANSACTION VALUATION*         AMOUNT OF FILING FEE 

-----------------------                                                         
*    Set forth the amount on which the filing fee is calculated and state how it
was determined.                                                       

Not required in connection with this filing which contains solely     
    preliminary communications made before the commencement of a tender offer.

[ ]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)  
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.                               

Amount Previously Paid:                           Filing Party:       
                            -------------                           ------------
Form or Registration No.:                         Date Filed:         
                             ------------                        -------------

[X]  Check the box if the filing relates solely to preliminary communications   
made before the commencement of a tender offer.                       

The press release announcing the transaction is attached hereto.      

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              

                                                        [Enlarge/Download Table]
                                                                                                      
[X]  Third-party tender offer subject to Rule 14d-1.  [ ]  Issuer tender offer subject to Rule 13c-4. 

[ ]  Going-private transaction subject to Rule 13e-3. [ ]  Amendment to Schedule 13D under Rule 13d-2.

[ ]  Check the following box if the filing is a final amendment reporting the   
results of the tender offer: [ ]                                      

PRESS RELEASE                                                                   
================================================================================

SC TO-C
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[GUARDIAN INDUSTRIES]                                                           

NEWS                                                                            
RELEASE                                                                         

FOR MORE INFORMATION:                                                           
SUSAN LUNDAL, DIRECTOR OF COMMUNICATIONS                  FOR IMMEDIATE RELEASE 
(248) 340-2109                                                                  

 GUARDIAN INDUSTRIES CORP. TO PURCHASE OUTSTANDING
SHARES OF CAMERON ASHLEY BUILDING PRODUCTS, INC.

AUBURN HILLS, MICH. (MAY 1, 2000) -- Guardian Industries Corp. and its          
affiliate, Builder Marts of America, Inc. (BMA), today announced that Guardian  
had signed a definitive merger agreement to acquire all outstanding shares of   
Cameron Ashley Building Products, Inc. (NYSE:CAB) stock for $18.35 per share in 
cash.                                                                           

David A. Clark, chairman of Guardian's Building Materials Group and BMA, stated 
that, "We believe that Cameron Ashley represents a strong strategic fit for our 
developing distribution strategy, and that the Cameron Ashley employees will    
also play an integral part in this effort." Duane Faulkner, president of        
Guardian's Building Materials Group and BMA, stated that, "We welcome Cameron   
Ashley and its employees into the Guardian family and believe that this         
transaction will afford significant opportunities and challenges for our        
people."                                                                        

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.                                            

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GUARDIAN INDUSTRIES TO PURCHASE OUTSTANDING SHARES OF                           
CAMERON ASHLEY BUILDING PRODUCTS, INC. / Page 2                                 

Guardian is a leading manufacturer of light density fiberglass globally.        
Guardian holds an equity position in Builder Marts of America (BMA), the largest
non-cooperative buying group of lumber, building materials, millwork and        
hardlines in the United States. Headquartered in Greenville, BMA's 1999         
annualized sales totaled $1.1 billion.                                          

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 
contracts 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.          

Guardian Industries Corp, which is privately held, is based in Auburn Hills,    
Michigan. One of the largest global manufacturers of float glass and fabricated 
glass products for the commercial and residential construction industries, the  
company is also a leading supplier of vehicle glass and exterior trim systems to
the global automotive industry. Guardian, its subsidiaries and affiliates employ
15,000 people and operate facilities in 17 countries on five continents.        

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF CAMERON ASHLEY. AT THE TIME THE OFFER IS COMMENCED, GUARDIAN  
WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE        
COMMISSION AND CAMERON ASHLEY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT 
WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO    
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE    
SOLICITATION/RECOMMENDATION STATEMENT SHOULD BE READ CAREFULLY BY CAMERON ASHLEY
SHAREHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE OFFER TO      
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL
AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL     
SHAREHOLDERS OF CAMERON ASHLEY, AT NO EXPENSE TO THEM. THE TENDER OFFER         
STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL   
AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE                
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.                                            

 ###

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-C’ Filing		Date		First		Last			Other Filings
Filed as of:		5/2/00
Filed on:		5/1/00		2					8-K,  SC 14D9,  SC14D9C
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