LOS ANGELES, Oct. 17 /PRNewswire-FirstCall/ -- Chapman Capital L.L.C., investment advisor to two investment funds that together comprise the largest reported ownership block of Building Materials Holding Corporation (NYSE: BLG) "BMHC" or "the Company", today announced it has demanded the voluntary resignation of BMHC Chairman and CEO Robert E. Mellor. The immediate replacement of Mr. Mellor by BMC West President Stanley M. Wilson subsequently is being sought by the investment firm.
Robert L. Chapman, Jr., Managing Member of Chapman Capital, commented, "BMHC's owners obviously should hold Mr. Mellor neither commendable for yesterday's homebuilding boom that enriched him, nor accountable for today's bust that perversely continues to enrich him. However, BMHC's holding company structure, with Mr. Mellor serving as the Company's '$6 Million Man' in personal total compensation over the past three fiscal years, is out-of-date and untenable in today's challenging homebuilding environment. Particularly in light of the painful headcount reductions amongst BMC West and SelectBuild's hardworking and loyal staff, the time is right for the excessively salaried Mr. Mellor to join the ranks of those he has laid off, stepping down gracefully as he slides into retirement age. The Company's employees, suppliers and customers shall find themselves under the familiar and highly respected leadership of Stan Wilson, who has served in a senior executive capacity at BMC West since 1993, some four years before Mr. Mellor made the perplexing transition from working as a career lawyer to running Fortune 1000 member BMHC."
Regarding the extraordinarily low Company share ownership by the Issuer's Board of Directors, Mr. Chapman stated, "When a mere 3,000-share free 'phantom' stock grant to incumbent directors Eric Belsky and David Moffett resulted in a tripling of their share holdings, there is serious corporate governance problem at BMHC. The entire Board and senior management of the Company own approximately only 2% of BMHC, yet displayed self-interested impudence in acting out a charade Board-candidate evaluation followed by delay tactics seemingly intended to thwart directorship by the advisor to a block of owners with a nearly 400% larger stake. Should this disparity perpetuate in the hands of BMHC's apparently entrenched Board, Chapman Capital will be forced to deepen its understanding of the Board's perfidious deportment via the launch of a full scale investigation of Mr. Mellor, Mr. Belsky (academic at Harvard University), Mr. Moffett (U.S. Bancorp), Ms. Sara Beckman (academic at the Hass School of the University of California, Berkeley), Mr. James K. Jennings, Jr. (Atreides Capital), Mr. Norman Metcalfe (retired from The Irvine Company and KB Home Corporation), Mr. R. Scott Morrison, Jr. (Morrison Properties), Mr. Peter O'Neil (O'Neill Enterprises/PON, LLC), Mr. Richard Reiten (Northwest Natural Gas Co.) and Mr. Norman R. Walker (Diocese of Bridgeport, CT)."
Chapman Capital L.L.C. is a Los Angeles, CA based investment advisor focusing on takeover and turnaround investing. The firm is the registered investment advisor to Chap-Cap Partners II Master Fund, Ltd. and Chap-Cap Activist Partners Master Fund, Ltd., the combined owners of approximately 9.0% of BMHC's common shares. Over the past eleven years, Chapman Capital has agitated successfully for the restructuring or sale of over twenty five publicly-traded companies, including recently closed transactions involving Entertainment Distribution Company, Inc./Glenayre Messaging, Carreker Corporation, Sunterra Corporation, Embarcadero Technologies, Inc., and Agile Software Corporation. Mr. Chapman previously was employed by Goldman Sachs & Co., Scudder Stephens, & Clark, and NatWest Bank USA. Related news releases, as well as additional information on Chapman Capital, may be found at http://www.chapmancapital.com.
Building Materials Holding Corporation is a San Francisco, CA based Fortune 1000 holding company with two subsidiaries that are among the largest suppliers of building materials and construction services to the U.S. homebuilding industry with sales in excess of $2 billion. These two subsidiaries, BMC West and SelectBuild, specialize in delivering high-quality building products and turnkey construction services to national, regional and local homebuilders and contractors. BMHC news releases, as well as additional information on the Company, can be found at http://www.bmhc.com.
THE TRANSMISSION OF THIS COMMUNICATION IN NO WAY OR FORM CONSTITUTES OR SERVES AS A) A SOLICITATION OF PROXIES FROM, OR B) AN EFFORT TO ACT IN CONCERT WITH ANY STOCKHOLDER OF BUILDING MATERIALS HOLDING CORPORATION ("BMHC"). CHAPMAN CAPITAL, UNDER CERTAIN CONDITIONS, MAY MAKE PRELIMINARY AND DEFINITIVE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION OF A PROXY STATEMENT AND ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE BMHC 2007 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ SUCH PROSPECTIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF BMHC FOR USE AT THE 2008 ANNUAL MEETING WHEN AND IF THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROSPECTIVE PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO BMHC STOCKHOLDERS AND WILL BE AVAILABLE AT NO COST AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROSPECTIVE PROXY SOLICITATION WILL BE CONTAINED IN THE SCHEDULE 13D FILED BY CHAPMAN CAPITAL L.L.C. AND IN AMENDMENTS THERETO.
Website: http://www.chapmancapital.com/
Website: http://www.bmhc.com/