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): November 10, 1997
BUILDING MATERIALS HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-23135
(State or Other Jurisdiction _______________ 91-1834269
of Incorporation or (Commission File (I.R.S. Employer)
Organization) Number) Identification Number)
ONE MARKET PLAZA
STEUART STREET TOWER, 26TH FLOOR
SAN FRANCISCO, CA 94105-1475
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (451) 227-1650
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 10, 1997, BMC West Corporation ("BMC West"), a wholly owned
subsidiary of Building Materials Holding Corporation ("BMHC"), purchased
substantially all of the assets of Lone Star Plywood & Door Corp. ("Lone
Star"), for a total purchase price of $38,374,000. Lonestar, a manufacturer
and distributor of pre-hung doors and mouldings is headquartered in Coppell,
Texas and incorporated in Delaware. The assets were purchased from Lone Star
pursuant to an Asset Purchase Agreement dated as of October 6, 1997. The
acquired assets constituted substantially all of the assets associated with
Lone Star's four manufacturing and distribution centers in Coppell, Texas;
Houston, Texas; Wilsonville, Oregon; and Bothell, Washington; including all
inventory, equipment, intellectual property and licenses, and the real estate
associated with Lone Star's Texas locations. In addition, BMC West assumed
substantially all of Lone Star's contracts as well as the leases associated
with Lone Star's Oregon and Washington locations and its Houston, Texas
warehouse. Pursuant to the transaction, William Smith, President of Lone
Star, will become President of a newly-formed division of BMC West
encompassing all of BMC West's Texas locations. Prior to the closing, there
was no material relationship between the principals or affiliates of Lone
Star and BMC West or BMHC.
The purchase price of the acquisition included cash of $29,979,000,
assumption of approximately $1,400,000 of Lone Star's liabilities, a
$3,700,000 note bearing interest at the rate of seven percent (7%) per annum
and payable on May 1, 2000 and 262,036 registered shares of BMHC stock valued
at closing at $3,300,000. Lone Star has agreed that, without the consent of
BMC West, it will not offer more than 7,500 shares of BMHC's stock on any
trading day. The 262,036 shares issued to Lone Star represent approximately
2.1% of BMC West's outstanding stock. Lone Star has advised BMC West that
the shares may be offered from time to time.
The cash portion of the acquisition was financed by BMC West through an
existing revolving line of credit with Wells Fargo Bank, National
Association, in which U.S. Bank of Idaho and Keybank National Association are
participating lenders.
The purchase price was the result of arm's-length negotiation between the
parties, based on BMC West's evaluation of the fair market value of Lone Star's
tangible and intangible assets.
BMC West currently intends that the assets of Lone Star will be used by BMC West
in a manner generally consistent with the use of such assets by Lone Star
immediately prior to the consummation of the acquisition.
For the year ended December 31, 1996, Lone Star's sales and net income
(unaudited) relating to the operations acquired by BMC West were $62.8
million and $1.53 million, respectively. For the nine months ended September
30, 1997, Lone Star's sales and net income (unaudited) relating to such
operations were $47.8 million and $2.1 million, respectively. The book value
at September 30, 1997, of Lone Star's assets (unaudited) which were acquired
by BMC West was $19.3 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of October 6, 1997,
between BMC West Corporation and Lone Star Plywood & Door Corp.
2.2 Side letter agreement, dated as of October 10, 1997, between
counsel to BMC West Corporation and Lone Star Plywood & Door Corp.,
regarding calculation of adjustments to purchase price.
2.3 Amendment to Asset Purchase Agreement, dated as of
November 10, 1997.
2.4 Second Amendment to Asset Purchase Agreement, dated as of
November 10, 1997.
99.1 Press Release dated November 12, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Dated as of November 21, 1997.
BUILDING MATERIALS
HOLDING CORPORATION
By /s/ Robert E. Mellor
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Robert E. Mellor
President and Chief Executive Officer