<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934: For the period ended June 30, 1998
OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 33-26991
American Builders & Contractors Supply Co., Inc.
Amcraft Building Products Co., Inc.
Mule-Hide Products Co., Inc.
-------------------------------------------------------
(Exact names of registrant as specified in its charter)
Delaware 5033 39-1413708
Delaware 5033 39-1701778
Texas 5033 62-1277211
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
One ABC Parkway
Beloit, Wisconsin 53511
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (608) 362-7777
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, no par value, 147.04 shares as of July 31, 1998
<PAGE>
Index
AMERICAN BUILDERS AND CONTRACTORS SUPPLY CO., INC. AND SUBSIDIARIES
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets-June 30, 1998 and December 31, 1997
Condensed consolidated statements of operations and retained earnings-
Three months ended June 30, 1998 and 1997; Six months ended June 30, 1998
and 1997
Condensed consolidated statements of cash flows-Six months ended June 30,
1998 and 1997
Notes to condensed consolidated financial statements- June 30, 1998
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
Part 1. Financial Information
American Builders & Contractors Supply Co., Inc. And Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1998 1997
---------------------- ----------------------
<S> <C> <C>
Current Assets:
Cash $ 3,191,000 $ 4,140,000
Accounts receivable 171,689,000 143,106,000
Inventories 168,382,000 128,847,000
Prepaids expenses and other 5,376,000 3,763,000
---------------------- ----------------------
Total current assets 348,638,000 279,856,000
Property and equipment, net 73,012,000 71,614,000
Net receivable from sole stockholder 5,771,000 7,328,000
Intangible assets, net 7,647,000 7,988,000
Goodwill 41,087,000 41,732,000
Security deposits 1,185,000 1,026,000
Other assets 1,022,000 78,000
---------------------- ----------------------
$478,362,000 $409,622,000
====================== ======================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Trade accounts payable $ 136,588,000 $ 78,489,000
Other payables and accrued labilities 24,204,000 21,994,000
Current portion of long-term debt 5,244,000 6,141,000
---------------------- ----------------------
Total current liabilities 166,036,000 106,624,000
Long-term debt 299,713,000 281,206,000
Contingent liabilities (Note 2)
Stockholders's equity:
Common stock 109,000 109,000
Additional paid-in capital 1,755,000 1,755,000
Retained earnings 10,749,000 19,928,000
---------------------- ----------------------
Total stockholder's equity 12,613,000 21,792,000
---------------------- ----------------------
$478,362,000 $409,622,000
====================== ======================
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
American Builders & Contractors Supply Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Retained Earnings
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
---------------------------------------- ------------------------------------------
1998 1997 1998 1997
------------------ ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Net sales $ 314,287,000 $ 248,511,000 $ 529,652,000 $ 411,283,000
Cost of sales 240,883,000 192,139,000 407,254,000 318,928,000
---------------------------------------------------------------------------------------
Gross profit 73,404,000 56,372,000 122,398,000 92,355,000
Operating expenses:
Distribution centers 57,627,000 44,914,000 109,845,000 81,524,000
General and administrative 4,212,000 3,885,000 8,388,000 7,417,000
Amortization of intangibles 427,000 116,000 867,000 196,000
---------------------------------------------------------------------------------------
62,266,000 48,915,000 119,100,000 89,137,000
Operating income 11,138,000 7,457,000 3,298,000 3,218,000
Other income (expense):
Interest income 159,000 79,000 321,000 245,000
Interest expense (6,490,000) (3,869,000) (12,722,000) (6,768,000)
------------------ ---------------- ------------------ ------------------
(6,331,000) (3,790,000) (12,401,000) (6,523,000)
---------------------------------------------------------------------------------------
Income (loss) before provision
for income taxes 4,807,000 3,667,000 (9,103,000) (3,305,000)
Provision for income taxes 49,000 124,000 76,000 156,000
---------------------------------------------------------------------------------------
Net income (loss) 4,758,000 3,543,000 (9,179,000) (3,461,000)
Retained earnings at
beginning of period 5,991,000 23,575,000 19,928,000 30,636,000
Distributions to sole stockholder 0 (13,261,000) 0 (13,318,000)
---------------------------------------------------------------------------------------
Retained earnings at end of
period $ 10,749,000 $ 13,857,000 $ 10,749,000 $ 13,857,000
================== ================ ================== ==================
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
American Builders & Contractors Supply Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30
1998 1997
---------------------- ----------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (9,179,000) $ (3,461,000)
Adjustments to reconcile net loss to cash provided
by (used in) operating activities:
Depreciation 6,887,000 5,017,000
Amortization of intangibles 867,000 196,000
Amortization of deferred financing costs 220,000 53,000
Provision for doubtful accounts 2,883,000 2,190,000
Loss on disposal of property and equipment 148,000 130,000
Changes in operating assets and liabilities:
Accounts receivable (31,083,000) (28,583,000)
Inventories (38,930,000) (37,070,000)
Prepaid expenses and other (1,613,000) (1,279,000)
Security deposits (159,000) (262,000)
Other assets (1,043,000) (3,420,000)
Trade accounts payable 58,098,000 72,754,000
Accrued liabilities 2,209,000 3,053,000
---------------------- ----------------------
Cash provided by (used in) operating activities (10,695,000) 9,318,000
Investing activities
Additions to property and equipment (7,458,000) (10,992,000)
Proceeds from disposal of property and equipment 308,000 293,000
Acquisitions of businesses (2,273,000) (23,386,000)
---------------------- ----------------------
Cash used in investing activities (9,423,000) (34,085,000)
Financing activities
Net borrowings (payments) under line of credit 17,230,000 (63,461,000)
Proceeds from notes payable 3,684,000 100,107,000
Payments on notes payable (3,302,000) (4,565,000)
Net change in receivable from sole stockholder 1,557,000 3,772,000
Distributions to sole stockholder 0 (13,318,000)
---------------------- ----------------------
Cash provided by financing activities 19,169,000 22,535,000
---------------------- ----------------------
Net decrease in cash (949,000) (2,232,000)
Cash at beginning of period 4,140,000 2,630,000
---------------------- ----------------------
Cash at end of period $ 3,191,000 $ 398,000
====================== ======================
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
American Builders & Contractors Supply Co., Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 1998
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of only normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and six month periods ended June 30, 1998 are not
indicative of the results that may be expected for the year ending December 31,
1998. For further information, refer to the consolidated financial statements
and footnotes thereto included in American Builders & Contractors Supply Co.,
Inc.'s (ABC or the Company) Annual Report on Form 10-K for the year ended
December 31, 1997.
2. CONTINGENT LIABILITIES
At June 30, 1998, and December 31, 1997 the company had guaranteed debt of
the sole stockholder in the amounts of $1,983,000 and $2,029,000 respectively.
Certain assets owned by the Company are utilized as collateral as part of an
overall guaranty of this debt by the Company. The company also had outstanding
letters of credit of $2,408,000 and $1,626,000 at June 30, 1998 and December 31,
1997, respectively, with respect to debt of the Company's sole stockholder and
his affiliates.
3. GUARANTOR SUBSIDIARIES
Amcraft Building Products, Co., Inc. and Mule-Hide Products Co., Inc. (the
Guarantor Subsidiaries) are wholly owned subsidiaries of ABC and have fully and
unconditionally guaranteed the Senior Subordinated Notes on a joint and several
basis. The Guarantor Subsidiaries comprise all of the company's direct and
indirect subsidiaries. The separate financial statements of the Guarantor
Subsidiaries have not been included herein because management has concluded that
such financial statements would not provide additional information that is
material to investors.
The following is summarized consolidated financial information of the
wholly owned subsidiaries.
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
----------------------- -----------------------
<S> <C> <C>
Current assets:
Accounts receivable from ABC 6,601,000 2,355,000
Other current assets-third parties 4,277,000 3,950,000
---------------------- ----------------------
Total 10,878,000 6,305,000
Noncurrent assets 643,000 707,000
Current liabilities (10,059,000) (6,895,000)
Noncurrent liabilities -- --
</TABLE>
<PAGE>
American Builders & Contractors Supply co., Inc. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Continued)
3. GUARANTOR SUBSIDIARIES (CONTINUED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1998 JUNE 30, 1997
---------------------- ----------------------
<S> <C> <C>
Net Sales:
To ABC $ 24,227,000 $ 19,367,000
To third parties 3,232,000 2,871,000
---------------------- ----------------------
Total 27,459,000 22,238,000
Gross profit 4,867,000 4,000,000
Net income 1,344,000 1,023,000
</TABLE>
4. Comprehensive Income
The Company's comprehensive loss/profit for the six months ended June 30,
1998 and 1997, as required to be reported by FASB Statement No. 130, was
identical to the actual losses reported for those periods.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company. ABC is the largest wholesale distributor of roofing products
and one of the largest wholesale distributors of vinyl siding materials in the
United States, operating 204 distribution centers located in 40 states as of
June 30, 1998.
Since January 1, 1998, the company has opened 6 distribution centers and
acquired an additional 3 (net of 1 consolidation), as well as consolidating 5
additional distribution centers from previous acquisitions. Also, 5 distribution
centers were closed. The results reported herein do not include the results of
acquired businesses prior to their acquisition dates.
Effects of Acquisitions. The Company has historically selected acquisition
candidates based, in part, on the opportunity to improve their operating
results. The Company seeks to leverage its purchasing power, broad product
selection and management expertise to improve the financial performance of its
acquired distribution centers while maintaining the acquired customer bases.
Results of operations reported herein for each period only include results of
operations for acquired businesses from their respective dates of acquisition.
Full-year operating results, therefore, could differ materially from those
presented. In addition, there has typically been a period following each
acquisition in which the acquired business does not perform at the same level as
the Company's existing distribution centers. As a result of the Company's
ongoing acquisition program, its results of operations have historically
reflected, and are likely to continue to reflect, the periodic inclusion of
under performing businesses.
The Company has accounted for its acquisitions to date using the purchase
method of accounting. As a result, these acquisitions have affected, and will
prospectively affect, the Company's results of operations in certain significant
respects. The aggregate acquisition costs are allocated to the tangible and
intangible assets acquired and liabilities assumed by the Company based upon
their respective fair values as of the acquisition date. The cost of such assets
is then amortized according to the classes of assets acquired and the useful
lives thereof. The Company has begun to acquire larger distributors with better
operating results, necessitating payment of purchase prices in excess of the
fair value of net assets acquired resulting in goodwill, which is amortized over
a period of 25 to 35 years. Similar future acquisitions may result in additional
amortization expense. In addition, due to the effects of the increased borrowing
to finance future acquisitions, the company's interest expense may increase in
future periods.
Provision for Income Taxes. ABC and its subsidiaries are operated as
Subchapter S corporations under the Internal Revenue Code. As a result, these
entities do not incur federal and state income taxes (except with respect to
certain states) and, accordingly, no discussion of income taxes is included in
"Results of Operations" below. Federal and state income taxes (except with
respect to certain states) on the income of such corporations are incurred and
paid directly by the Company's sole stockholder. Such corporations have
historically made periodic distributions to the stockholder with respect to such
tax liabilities. The Company entered into the Tax Allocation Agreement with the
sole stockholder, pursuant to which he will receive distributions from the
company with respect to taxes associated with the Company's income.
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed herein are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-
looking statements can generally be identified as such because the context of
the statement will include words such as the Company "believes," "anticipates,"
"expects" or words of similar import. Similarly, statements that describe the
Company's future plans, objectives or goals are forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties which
are described in close proximity to such statements and which could cause actual
results to differ materially from those currently anticipated. Readers are urged
to consider these factors carefully in evaluating the forward- looking
statements and are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements made herein are only made as of the
date of this report and the Company undertakes no obligation to publicly update
such forward-looking statements to reflect subsequent events or circumstances.
RESULTS OF OPERATIONS
The following table summarizes the Company's historical results of
operations as a percentage of net sales for the three months and six months
ended June 30, 1998 and 1997:
<TABLE>
<CAPTION>
Three Months ended June 30 Six Months ended June 30
----------------------------------------------------------------------------
1998 1997 1998 1997
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income statement data:
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 76.6 77.3 76.9 77.5
----------------------------------------------------------------------------
Gross profit 23.4 22.7 23.1 22.5
Operating expenses:
Distribution centers 18.3 18.1 20.7 19.9
General and administrative 1.4 1.6 1.6 1.8
Amortization 0.2 0.0 0.2 0.0
----------------------------------------------------------------------------
Total operating expenses 19.9 19.7 22.5 21.7
----------------------------------------------------------------------------
Operating income 3.5 % 3.0 % 0.6 % 0.8 %
============================================================================
</TABLE>
<PAGE>
COMPARISON OF THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1998 TO THE THREE
AND SIX MONTH PERIODS ENDED JUNE 30, 1997
The Company's results of operations are affected by the seasonal nature of
the roofing and siding business. See "Seasonality." Financial results for the
three and six month periods ending June 30, 1998 met management's expectations
and forecasted amounts.
Net sales for the three months ended June 30, 1998 increased by $65.7
million, or 26.4% to $314.2 million from $248.5 million for the three months
ended June 30, 1997. Net sales for the six months ended June 30, 1998 increased
by $118.3 million, or 28.8%, to $529.6 from $411.3 million for the six months
ended June 30, 1997. Components of the change in net sales are as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
----------------------------------------------------------------------------------------------------
Distribution % %
Centers 1998 1997 Increase Increase 1998 1997 Increase Increase
- ------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
In operation prior to
January 1, 1997 $ 246.9 $ 235.6 $ 11.3 4.8% $413.2 $ 397.5 $ 15.7 3.9%
Acquired in 1997 48.7 10.1 38.6 382.2% 85.8 10.1 75.7 749.5%
Opened in 1997 15.1 2.8 12.3 439.3% 25.3 3.7 21.6 583.8%
Acquired in 1998 1.6 -- 1.6 -- 2.8 -- 2.8 --
Opened in 1998 2.0 -- 2.0 -- 2.6 -- 2.6 --
----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------
Total $ 314.3 $ 248.5 $ 65.8 26.5% $529.7 $ 411.3 $ 118.4 28.8%
=========== =========== =========== =========== =========== =========== =========== ============
</TABLE>
Increases in comparable distribution center sales are almost entirely due
to increases in volume as opposed to price increases. Such volume increases are
in part due to introduction of new products such as commercial roofing and
siding into certain distribution centers.
Cost of sales for the three months ended June 30, 1998 increased by $ 48.8
million, or 25.4%, to $240.9 million from $192.1 million for the three months
ended June 30, 1997, primarily as a result of costs associated with increased
sales. Cost of sales decreased as a percentage of new sales over the same period
to 76.6% in 1998 from 77.3% in 1997 principally due to a higher percentage of
warehouse sales versus "direct" sales (direct sales are shipped from ABC's
vendors directly to job sites and carry a high cost of sales percentage), and to
a lesser degree due to increased sales of high margin products, such as vinyl
siding and windows. Cost of sales for the six months ended June 30, 1998
increased $88.4 million, or 27.7%, to $407.3 million from $318.9 million for the
six months ended June 30, 1997, again with the increase mainly due to the
relatively same percentage increase in net sales. Cost of sales as a percentage
of net sales for the six months ended June 30, 1998 decreased to 76.9% from
77.5% for the same period in 1997 due to the reasons cited above for the
quarter.
<PAGE>
Distribution center operating income, which consists of net sales less cost
of sales and operating expenses for the distribution centers, is a key measure
that the Company uses to evaluate individual distribution center performance.
Distribution center operating income for the three months ended June 30, 1998
increased by $4.3 million, or 37.4%, to $15.8 million from $11.5 million for the
same period in 1997. For the six months ended June 30, distribution center
operating income increased by $1.7 million, or 15.6%, to $12.6 million in 1998
as compared to $10.9 million in 1997. As a percentage of net sales, distribution
center expenses increased 0.2% for the three month period and 0.8% for the six
month period in 1998 compared to the same periods in 1997, due mainly to various
costs associated with new locations and new product lines introduced to existing
locations. As well as, the higher percentage of warehouse sales, which require
greater distribution center operating expenses. Components of distribution
center operating income and the change therein are as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
-------------------------------------------------------------------------------
Distribution Centers 1998 1997 Change 1998 1997 Change
- -------------------- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
In operation prior to January 1, 1997 13.8 11.3 2.5 12.8 10.7 2.1
Acquired in 1997 1.2 0.3 0.9 (0.8) 0.3 (1.1)
Opened by the Company in 1997 0.7 (0.1) 0.8 0.6 (0.1) 0.7
Acquired in 1998 0.1 -- 0.1 0.1 -- 0.1
Opened by the Company in 1998 0.0 -- 0.0 (0.1) -- (0.1)
-------------------------------------------------------------------------------
Total 15.8 11.5 4.3 12.6 10.9 1.7
===============================================================================
</TABLE>
For the three months ended June 30, 1998, general and administrative
expenses increased by $0.3 million to $4.2 million in 1998 from $3.9 million in
the same period in 1997, while decreasing as a percentage of net sales to 1.4%
in 1998 compared to 1.6% in 1997. For the six months ended June 30, 1998,
general and administrative expenses increased $1.0 million to $8.4 million in
1998 from $7.4 million for the same period in 1997. Similar to the quarter,
general and administrative expenses as a percentage of net sales decreased to
1.6% in 1998 compared to 1.8% in 1997.
Interest expense for the three months ended June 30, 1998 increased by $2.6
million or 67.7%, to $6.5 million from $3.9 million for the three months ended
June 30, 1997, primarily as a result of additional borrowings necessary to fund
both 1997 acquisitions and internal growth. The higher interest costs associated
with the Company's issuance in May 1997 of $100 million in senior subordinated
notes also account for some of the increase in interest expense.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows from Operating Activities. Net cash provided by (used in)
operations was $(10.7) million and $9.3 million for the six months ended June
30, 1998 and 1997, respectively. The decrease was due primarily to changes in
working capital caused by the timing of payments received or made for trade
receivables and payables and inventories, as well as a larger net loss.
Cash Flows from Investing Activities. Net cash used in investing activities
was $(9.4)million and $(34.1) million for the six months ended June 30, 1998 and
1997, respectively. The decreased use of cash in 1998 was due mainly to less
acquisitions of companies in 1998 compared to 1997.
Cash Flows from Financing Activities. Net cash provided by financing
activities was $19.2 million and $22.5 million for the six months ended June 30,
1998 and 1997, respectively, due principally to additional debt.
Liquidity. The Company's principal source of funds for the foreseeable
future are anticipated to be cash flows from operating activities and borrowings
under its revolving credit agreement. The Company believes that these funds will
provide the Company with sufficient liquidity and capital resources to meet its
financial obligations, including the payment of principal and interest on the
Notes, as well as to provide funds for working capital, capital expenditures and
other needs for the foreseeable future. The Company's future operating
performance and ability to service or refinance the Notes and to repay, extend
or refinance its credit agreement will be subject to future economic conditions
and to financial business and other factors, many of which are beyond the
company's control.
SEASONALITY
Because of cold weather in many of the markets in which the Company does
business and the seasonal nature of the roofing and siding business generally,
the Company's revenues vary substantially through the year, with its lowest
revenues typically occurring in the months of December through February.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Employment Agreement, dated as of May 19, 1998, between the
Company and David Luck.
27 Financial Data Schedule
(b) Reports on Form 8-K
The company did not file any reports on Form 8-K during the three
months ended June 30, 1998.
<PAGE>
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 thereunto duly authorized.
American Builders and Contractors Supply
Co., Inc.
August 14, 1998 /s/ Kendra A. Story
- ------------------ ---------------------------------------
Date: Kendra A. Story
Chief Financial Officer and Director
<PAGE>
Exhibit Index
Exhibit No. Description
- ----------- -----------
10.1 Employment Agreement, dated as of May 19, 1998,
between the Company and David Luck
27 Financial Data Schedule
<PAGE>
EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT is made as of the 18th day of May, 1998
between AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC., a Delaware
corporation, with its principal office at One ABC Parkway, Beloit, Wisconsin
53511 (the "COMPANY"), and DAVID LUCK ("EXECUTIVE").
WITNESSETH
----------
WHEREAS, Executive desires to become the President and Chief Operating Officer
of the Company, and the Company desires to hire Executive to act in such
capacity, pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein
set forth, the parties agree as follows:
1. EMPLOYMENT. Effective July 1, 1998 (or such earlier date as Executive is
-----------
available) ("COMMENCEMENT DATE"), Executive shall become employed by the Company
in the capacity of President and Chief Operating Officer, and Executive and the
Company shall each become obligated to honor and perform the covenants and
agreements provided for hereunder. Executive shall initially report directly to
the Chief Executive Officer.
2. TERM. Unless sooner terminated as provided for herein, Executive's
-----
employment shall commence on the Commencement Date and shall continue until
April 30, 2005 (the "INITIAL TERM"). For purposes of this Agreement, if the
performance of Executive is acceptable to the Company, in its sole discretion,
the Company will offer to extend the Initial Term upon terms and conditions to
be agreed by the parties. Together, the Initial Term and all renewal employment
terms are herein referred to as the "TERM".
3. DUTIES. During the Term of this Agreement, Executive shall perform such
-------
duties as may from time to time reasonably be requested of him by the Board of
Directors or the Chief Executive Officer or any other person appointed by the
Board to direct him. Executive shall initially hold office of President and
Chief Operating Officer. Executive shall serve the Company faithfully,
diligently, and to the best of his ability, and shall devote his best efforts,
attention, energy, and skill to the performance of the duties assigned to him
and to promote and further the interests of the Company. During the Term,
Executive shall devote substantially all of his working time and efforts to the
business and affairs of the Company and to the duties and responsibilities
assigned to him pursuant to this Agreement. Executive may devote a reasonable
amount of his time to civic, community or charitable activities. Subject to the
restrictions contained in Paragraph 7 hereof, Executive may invest his assets in
such manner as will not require any substantial services by Executive in the
conduct of the business or affairs of the entities or in the management of the
assets in which such investments are made. Executive shall fully inform the
Company of all such businesses and managements in which Executive actively
engages during the Term.
4. COMPENSATION. Executive's base salary shall be Five Hundred Thirty Three
-------------
Thousand Dollars ($533,000) per year, payable in appropriate installments to
conform with the regular payroll dates for salaried personnel of the Company. In
addition to the base salary, Executive shall be entitled to the following
bonuses:
(a) Signing Bonus. Executive shall earn on the Commencement Date (subject to
--------------
repayment as set forth in Paragraph 9(a)) and receive a one-time bonus in the
amount of One Million Five Hundred Thousand Dollars ($1,500,000) ("SIGNING
BONUS"), which shall be payable in two equal installments of Seven Hundred Fifty
Thousand Dollars ($750,000) on the Commencement Date and on January 4, 1999,
respectively;
<PAGE>
(b) Annual Bonus Part A. For each calendar year of the Term from 1998 through
--------------------
2003, Executive shall receive a bonus equal to one percent (1%) of the Company's
pre-federal income tax profits ("NET PROFITS") in excess of one percent (1%) of
gross sales of the Company, if any, calculated for that calendar year. The
bonus described in this Paragraph 4(b) is referred to herein as the "ANNUAL
BONUS PART A". Annual Bonus Part A, if any, shall be paid on April 30th of the
calendar year following the year for which the bonus is determined.
(c) Annual Bonus Part B. For each calendar year of the Term from 1998 through
--------------------
2003, Executive may receive an additional bonus. To calculate this bonus,
determine the Company's gross sales and Net Profits for all completed calendar
years beginning in 1998. One percent (1%) of the Net Profits in excess of one
percent (1%) of gross sales for all such calendar years shall constitute the
"BONUS ACCRUAL". If the Bonus Accrual exceeds the Signing Bonus and any prior
Part B bonuses, the excess amount shall be paid to Executive ("ANNUAL BONUS PART
B"). The Annual Bonus Part B, if any, shall be paid on April 30th of the
calendar year following the year for which the Bonus Accrual is determined. A
calculation example for 2003 follows:
<TABLE>
<S> <C>
ABC Gross Sales (1998-2003) $10,000,000,000.00
ABC Net Profits $ 280,000,000.00
Threshold (1% of gross sales) $ 100,000,000.00
Net Profits Over Threshold $ 180,000,000.00
Bonus Accrual (1998-2003) $ 1,800,000.00
Signing Bonus & Prior Part B Bonuses (less than)$ 1,500,000.00(greater than)
Annual Bonus Part B (2003) $ 300,000.00
</TABLE>
(d) Final Year Bonus. For calendar year 2004, Executive shall receive a final
-----------------
year bonus calculated as follows:
For the preceding six (6) calendar years, a sum shall be calculated equal to
two percent (2%) of Net Profits in excess of one percent (1%) of gross sales
calculated for such period (as calculated, the "FINAL YEAR BONUS BASE"). For
example:
<TABLE>
<S> <C>
ABC Gross Sales (1998-2003) $10,000,000,000.00
ABC Net Profits: $ 280,000,000.00
Threshold (1% of gross sales) $ 100,000,000.00
Net Profits Over Threshold $ 180,000,000.00
Final Year Bonus Base (2% of
Net Profits Over Threshold) $ 3,600,000.00
</TABLE>
For his Final Year Bonus, Executive shall be paid the greater of (i) the sum
of ten percent (10%) of Net Profits in excess of one (1%) percent of gross
sales in calendar year 2004 in excess of the Final Year Bonus Base, or (ii)
the Annual Bonus Part A and the Annual Bonus Part B if it had been calculated
for calendar year 2004. An illustration follows using the previous example:
<TABLE>
<S> <C>
ABC Gross Sales (2004) $ 2,200,000,000.00
ABC Net Profits $ 100,000,000.00
Threshold (1% of gross sales) (less than)$ 22,000,000.00(greater than)
Net Profits over Threshold $ 78,000,000.00
10% of Net Profits Over Threshold $ 7,800,000.00
Final Year Bonus Base $ 3,600,000.00
------------------
Final Year Bonus $ 4,200,000.00
</TABLE>
<PAGE>
The Annual Bonus Parts A and B calculated for 2004 would be a maximum of
$1,560,000 (2% of $78,000,000). Therefore, in this example, the Final Year
Bonus would equal the higher sum of $4,200,000. No bonus will be due for the
period from January 1, 2005 to April 30, 2005.
The foregoing examples (including the dates and amounts referenced therein)
are for illustrative purposes only and are not intended to represent any
particular result. The Company makes no representation or warranty with respect
to the income earned in the past or projected to be earned at any time, and the
Company makes no representation or warranty that Executive will receive any
amount of Annual Bonus or Final Year Bonus. The calculations of Net Profits and
any bonuses due hereunder shall be made in the reasonable discretion and in
accordance with generally accepted accounting principles by the Company's Chief
Financial Officer. From time to time, the Company may change its accounting
principles and tax status as determined by its Board of Directors.
5. OTHER COMPANY BENEFITS.
-----------------------
(a) Benefits and Vacation. Executive will be entitled to participate in all
----------------------
pension and profit sharing programs, medical insurance programs, life insurance
programs, and other employee benefit programs, if any, as may from time to time
be applicable to other senior management employees of the Company. Executive
shall be entitled to four (4) weeks of paid vacation during the Initial Term.
Executive's vacation shall be scheduled in conformity with the Company's
policies, as they may exist from time to time, concerning the scheduling of
vacations for senior executives or management. Executive shall be entitled to a
vehicle allowance or the use of a vehicle owned by the Company. Executive may
be assessed an amount for his personal use of the vehicle in accordance with
federal and state tax requirements, and any such assessment shall be deducted
from Executive's base salary.
(b) General-Profit Sharing and Other Bonus Plans. The specific compensation
--------------------------------------------
and fringe benefit provisions hereunder shall not be deemed to preclude
Executive's current or subsequent eligibility for, or participation in,
insurance, profit sharing, stock option, pension or other plan or program which
the Company has or may hereafter generally adopt for the benefit of its
employees. The Bonus plan set forth in Paragraph 4 shall be the exclusive bonus
program available to Executive and he shall not be entitled to participate in
any other bonus program offered to other employees of the Company.
6. BUSINESS EXPENSES. In view of Executive's senior position, he will be
------------------
expected to travel and to entertain customers, vendors and other business
entities and to incur certain expenses for and on behalf of the Company. In
connection with these duties, reasonable business and travel expenses incurred
by Executive in accordance with Company policies shall be reimbursed to him on
presentation of proper vouchers or invoices or other evidences of payment or
liability for such business expenses.
7. CONFIDENTIALITY; NON-COMPETITION.
---------------------------------
(a) Position of Loyalty. In the course of Executive's employment with the
--------------------
Company, and because of the nature of Executive's responsibilities, Executive
may acquire and have access to valuable trade secrets, proprietary data and
other confidential information (collectively, "CONFIDENTIAL INFORMATION") with
respect to the Company's customers, suppliers, competitors and business. Such
trade secrets, proprietary data and other confidential information include but
are not limited to the following: the Company's existing and contemplated
services, products, business and financial methods and practices, plans,
pricing, selling techniques, business systems, product technologies and
formulas, and special methods and process involved in providing services, lists
of the Company's existing and prospective suppliers, subcontractors and/or
customers, methods of obtaining suppliers and customers, credit and financial
data for the Company's present and prospective suppliers and/or customers,
particular business requirements of the Company's present and prospective
customers as well as similar
<PAGE>
information related to any subsidiaries or affiliates the Company may have. In
addition, Executive, on behalf of the Company, may in the future enhance or
develop personal acquaintances and relationships with the Company's present and
prospective suppliers, subcontractor and customers, which acquaintances and
relationships may constitute the Company's only contact with such persons or
entities. As a consequence thereof, the parties agree that Executive occupies
or will occupy a position of trust and confidence with respect to the Company's
affairs and its products and services. In view of the foregoing and in
consideration of the remuneration to be paid to Executive hereunder, Executive
acknowledges and agrees that it is reasonable and necessary for the protection
of the goodwill and business of the Company that Executive make the covenants
contained in subparagraphs (b) through (f) below regarding the conduct of
Executive during and subsequent to employment with the Company, and that the
Company will suffer irreparable injury if Executive engages in conduct
prohibited thereby. Executive represents that he does not expect the observance
of the aforementioned covenants (b) through (f) will cause Executive any undue
hardship nor will it unreasonably interfere with Executive's ability to earn a
livelihood. The covenants contained in subparagraphs (b) through (f) below
shall each be construed as a separate agreement independent of any other
provision of this Agreement, and the existence of any claim or cause of action
of Executive against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
any of those covenants.
(b) Non-Disclosure. Executive, while in the employ of the Company or at any
---------------
time thereafter, will not, without the express written consent of the Company,
directly or indirectly communicate or divulge to, or use for his own benefit or
for the benefit of any other person, firm, company, association or corporation,
any of the Company's or its subsidiaries' or affiliates' Confidential
Information which was communicated to or otherwise learned of or acquired by
Executive during his employment with the Company or its predecessor, provided,
however, Executive may disclose or use such information under any of the
following circumstances: (a) disclosure or use thereof in good faith by
Executive in connection with the performance of his duties in the course of his
employment by the Company, (b) disclosure which Executive is advised by counsel
is required by a court or other governmental agency of competent jurisdiction,
(c) disclosure or use by Executive of any such information or data which is
generally known within the industry or is otherwise available through
independent sources who do not owe a duty of confidentiality to the Company or
its subsidiaries or affiliates, and (d) disclosure or use by Executive, after
the expiration of thirty-six (36) months following Executive's termination of
employment with the Company (or, if this period shall be unenforceable by law,
then for such lesser period as shall be required by law to make the provisions
of this subparagraph enforceable), of any such information in connection with
Executive's subsequent employment or business endeavors undertaken in good faith
and without specific intent of unreasonably depriving the Company of the value
and benefit of such proprietary data.
(c) Return of Information and Equipment. Promptly after the termination of
------------------------------------
employment with the Company (whether or not pursuant to an employment
agreement), Executive will deliver to the Company all originals and copies or
memoranda, customer lists, samples, records, documents, computer programs,
product information, hardware, equipment (e.g., computers, fax machines,
vehicles) and other materials and equipment requested by the Company which he
has obtained from the Company while serving in any such capacity.
(d) Non-Competition. During Executive's employment with the Company, and for
----------------
a period of twenty-four (24) months following termination of Executive's
employment with the Company for any reason whatsoever (or, if this period shall
be unenforceable by law, then for such lesser period as shall be required by law
to make the provisions of this subparagraph enforceable), Executive shall not,
without the express written consent of the Company or approval of the Board of
Directors of the Company, directly or indirectly, own, finance, manage, operate,
control, or participate in the financing, ownership, management, operation or
control of, or be employed by or act as an officer, director, agent,
representative, advisor, consultant, partner, member or investor, or be
connected with in any other manner or otherwise engage in or have any connection
with any business in the United States which provides, and competes with, the
types of services performed or products distributed by the Company, its
subsidiaries or affiliates at any time during the Term. Notwithstanding
anything
<PAGE>
contained herein to the contrary, Executive shall not be precluded hereby from
(i) owning stock or any other securities in a publicly traded company where such
investment entitles Executive to less than one percent (1%) of the voting
control over such company, or (ii) working as an employee, after the termination
of Executive's employment with the Company, for any entity in which Executive
has no ownership interest, or option or other right to acquire an ownership
interest, in any capacity where the likelihood of Executive's breach or
violation of the provisions of subparagraphs (b) and (e) is demonstrated to the
reasonable satisfaction of the Board of Directors to be remote.
(e) Non-Solicitation of Customers. During Executive's employment with the
------------------------------
Company, and for a period of twenty-four (24) months following the termination
of Executive's employment with the Company for any reason whatsoever (or if this
period shall be unenforceable by law, then for such lesser period as shall be
required by law to make the provisions of this subparagraph enforceable), and
except in the good faith furtherance of the interests of the Company, Executive
will not, without the express written consent of the Board of Director's
approval, contact (whether or not initiated by Executive), with a view toward
selling any product or service competitive with any product or service, to
Executive's knowledge, sold or proposed to be sold by the Company or any
subsidiary or affiliate of the Company at the time of such contact, any person,
firm, company, association or corporation: (i) to which the Company or any
subsidiary or affiliate of the Company was known by Executive to have sold any
product or service during the preceding year, (ii) which Executive solicited,
contacted or otherwise dealt with on behalf of the Company or any subsidiary or
affiliate of the Company during the preceding year, or (iii) which Executive was
otherwise aware was a customer or prospective customer of the Company or any
subsidiary or affiliate of the Company during the preceding year. Executive
will not directly or indirectly make any contact, either for his benefit or for
the benefit of any person, firm, company, association or corporation, and
Executive will not in any manner assist any such person, firm, association or
corporation to make any such contact.
(f) Non-Interference. During Executive's employment with the Company, and for
-----------------
a period of thirty-six (36) months following the termination of Executive's
employment with the Company for any reason whatsoever (or if this period shall
be unenforceable by law, then for such lesser period as shall be required by law
to make the provisions of this subparagraph enforceable), Executive shall not
induce or encourage, directly or indirectly, (i) any employee of the Company to
leave his or her employment, or to seek employment with anyone other than the
Company, unless it has been determined by Executive in good faith with Board of
Directors, that such employee's performance or other characteristics or
circumstances are such that employee's leaving the Company are in the best
interests of the Company, or (ii) any customer or vendor (including without
limitation, independent contractors engaged by the Company to provide or deliver
products to, or perform services for, customers of the Company) of the Company
to modify or terminate any relationship, whether or not evidenced by a written
contract, with the Company unless it has been determined by Executive in good
faith with the Board of Directors that such modification or termination is in
the best interests of the Company.
8. SPECIFIC PERFORMANCE. Executive acknowledges and agrees that the
---------------------
restrictions set forth in Paragraph 7 are reasonable and necessary for the
protection of the Company's business and goodwill and that the Company will
suffer irreparable injury if Executive engages in the conduct prohibited
thereby. Executive further agrees that if he breaches or attempts to breach any
of his obligations under Paragraph 7, the Company, in addition to any other
remedies available to it under law, may obtain injunctive relief against him to
prevent such continued or attempted breach and the Company may recover any
damages it may incur as a result of any such continued or attempted breach and
for the enforcement of Paragraph 7. In the event of any action by the Company
to enforce all or any part of the provisions of Paragraph 7, the "prevailing
party", as determined by the adjudicator, shall be entitled to recover from the
other party its reasonable attorney's fees and litigation expenses in connection
with such action.
9. EARLY TERMINATION. The Term of this Agreement can be terminated earlier
------------------
as follows:
(a) Executive may terminate Executive's employment with the Company with cause
(breach by the Company of this
<PAGE>
Agreement) or without cause upon ninety (90) days prior written notice (which
notice shall include a resignation by Executive as an officer, manager and
member of any advisory board), provided that, at the Company's option,
Executive's employment and ability to act on behalf of the Company can be
terminated immediately upon receipt by the Company of said written notice. If
Executive terminates his employment without cause at any time before May 1,
2003, Executive shall repay that portion of the Signing Bonus, if any, which
exceeds the Bonus Accrual for all prior calendar years as of the date of the
Executive's notice and release the Company from any claim for accrued but unpaid
compensation including, without limitation, Annual Bonuses and the Final Year
Bonus, if applicable.
(b) Subject to the provisions of this Paragraph 10, the Company may terminate
Executive's employment with Cause (as defined below) or without cause upon
advance written notice specifying a termination date ("TERMINATION DATE")
therein, which shall be no sooner than thirty (30) days after the date of such
notice for termination without cause and which may be any time after the notice
if such termination is for Cause. If Company terminates Executive's employment
with Cause (but only for a reason permitted in Paragraphs 10(a)(iii)(A), (C) or
(D)) at any time before May 1, 2003, Executive shall repay that portion of the
Signing Bonus, if any, which exceeds the Bonus Accrual for all prior calendar
years as of the date of such termination and Executive shall be deemed to have
released the Company from any claim for accrued but unpaid compensation
including, without limitation, Annual Bonuses and the Final Year Bonus, if
applicable.
(c) Executive's employment with the Company will terminate upon Executive's
death or Disability. For purposes of this Agreement, Executive shall be deemed
to have a "DISABILITY" if Executive becomes , by reason of physical or mental
illness, or accident, for a continuous period of twelve (12) months, to
substantially perform the material duties and responsibilities of President and
Chief Operating Officer in substantially the same manner as such duties and
responsibilities were performed by Executive prior to such illness or accident;
provided, however, that a period of disability separated by fewer than thirty
- -----------------
(30) days of continuous service shall be deemed to be continuous.
(d) By the mutual, written agreement of both parties.
10. SEVERANCE AND OTHER BENEFITS. If Executive's employment terminates
-----------------------------
during the Initial Term of this Agreement, the following shall apply:
(a) If the termination occurs under any of the following circumstances, there
will be no liability on the part of the Company for the payment to Executive of
severance or other benefits in connection with such termination (except as
otherwise provided in any other contractual agreement or under any plan or
policy of the Company or as otherwise required by law) for any compensation or
other benefits attributable to any period after such termination:
(i) Executive's resignation or other election to terminate without cause;
(ii) Executive's death or Disability; or
(iii) the Company's termination of Executive for Cause.
For the purposes of clause (iii) above, "CAUSE" means, in connection with a
discharge of Executive, any of the following: (A) Executive is guilty of fraud,
dishonesty or other willful or malicious acts of misconduct related to
Executive's employment which has a material adverse effect on the business,
financial condition or well-being of the Company or (B) Executive has brought
himself or the Company into public disrepute causing a material adverse effect
on the business, financial condition or well-being of the Company; (C) Executive
is unable to adequately perform his duties and responsibilities by reason of
substance abuse; (D) voluntary resignation from employment of the Company; or
(E) Executive has (1) unreasonably failed or refused to perform the duties and
responsibilities assigned to him as described in this
<PAGE>
Agreement or in any reasonable orders or directions provided to him in writing
by the Chief Executive Officer or Board of Directors, or (2) has failed to abide
by or has breached the terms, conditions or covenants of this Agreement or any
other written agreement between Executive and the Company in effect from time to
time, and that such failure, refusal or breach under this Paragraph
10(a)(iii)(E) has not been cured (if susceptible to cure) within thirty (30)
days after receipt by Executive of written notice from the Board of Directors or
Chief Executive Officer specifying such failure, refusal or breach. The Board
of Directors and Chief Executive Officer shall not unreasonably interfere with
Executive's ability to perform the duties and responsibilities assigned to him.
(b) If the termination occurs during the Initial Term by reason of the
Company's election to terminate for a reason other than an event referred to in
subparagraph (a) above, Executive shall be compensated as follows: (i) prompt
payment of the balance of the Signing Bonus due, if any; (ii) prompt payment of
all accrued but unpaid salary and benefits, if any; (iii) payment of twenty-four
(24) months base salary or $1,066,000 to be paid over twenty-four (24) months in
accordance with the Company's ordinary payroll schedule; (iv) payment of the
Annual Bonus and Final Year Bonus, if applicable, for any calendar year
preceding the calendar year during which the Agreement is terminated and a
prorated bonus, if applicable, for the calendar year in which the Agreement is
terminated to be paid on April 30th of the year following termination; provided,
---------
however, that (A) the Company shall be entitled to reduce or offset against such
- -------
payments, or otherwise recover from Executive to the extent any payments have
been made, the amounts provided for in subparagraph (c) below, and (B) in the
event the any of the covenants set forth in Paragraph 7 above are determined by
a court of competent jurisdiction to be unenforceable or if Executive breaches
any such provision or provisions, then Executive shall not be entitled to the
payments set forth in subclauses (i), (iii) and (iv) of this Paragraph 10(b).
(c) The Company shall have the option, in its sole discretion, to credit any
amount owing to it (for any reason) against payments due to Executive from the
Company for any reason or to demand reimbursement from Executive; provided,
---------
however, Executive shall have the right to dispute such debt and/or the amount
- --------
thereof pursuant to the provisions of Paragraph 17 hereof.
11. WAIVER. The waiver by either party of a breach or provision of this
------
Agreement by the other shall not operate or be construed as a waiver of any
subsequent or other breach by such other party. No waiver by the Company shall
be effective unless it is made in writing and signed by the Chief Executive
Officer or Board of Directors of the Company.
12. AMENDMENT. This Agreement may not be changed orally or rescinded, but
---------
may only be changed or rescinded by a written instrument signed by Executive and
by the Chief Executive Officer of the Company pursuant to a resolution of the
Board of Directors authorizing the Company to enter into said amendment.
13. NOTICES. Any notice permitted or required hereunder shall be sufficient
-------
if in writing, sent by registered or certified mail, return receipt requested or
express courier, and, in the case of the Company, to its principal business
address, and in the case of Executive, to his last known residence address as
listed on Executive's records with the Company, or as otherwise provided in a
written notice by a party. Notice shall be deemed to be received three (3) days
after its mailing.
14. BENEFITS AND ASSIGNABILITY. This Agreement shall inure to the benefit
--------------------------
of and be binding upon the parties and their successors and assigns, provided,
however, the duties of Executive under this Agreement are personal to him and
may not be assigned by him.
15. SEVERABILITY. The invalidity, illegality, or unenforceability of any
------------
provision hereof shall not in any way affect, impair, invalidate or render
unenforceable this Agreement or any other provision hereof. It is intended that
each provision of this Agreement which is invalid or unenforceable as written be
valid and enforceable to the fullest extent possible. In the event that a court
of competent jurisdiction would hold all or any portion of Paragraph 7 hereof
unenforceable as a result of
<PAGE>
its geographic or business scope or duration, said Paragraph shall be construed
as if its geographical or business scope had been more narrowly drafted so as
not to be invalid or unenforceable.
16. GOVERNING LAW. Notwithstanding that any of the parties hereto may now,
-------------
or at any time during the term of this Agreement, be domiciled outside of the
State of Wisconsin, this Agreement shall be regarded for all purposes as a
Wisconsin document and the validity and construction hereof, and all acts and
payments required hereunder, shall be determined and governed, in all respects,
by the laws of the State of Wisconsin.
17. ARBITRATION. Except for any claim or action by the Company regarding a
-----------
breach by Executive of any provision of Paragraph 7 or to enforce any provision
of Paragraph 7, any dispute, controversy or claim arising out of or relating to
this Agreement or any provision hereof, or the breach thereof, shall be resolved
and settled by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof.
Arbitration claims shall be filed and heard in Madison, Wisconsin.
18. TAXES. The Company shall be entitled to deduct or withhold all
-----
applicable payroll and social security taxes where required on all compensation
and/or other benefits paid or reimbursed to Executive or any permitted successor
in interest.
19. INDEPENDENT ADVICE. Executive hereby represents and warrants to the
------------------
Company that he has been advised to and has had the opportunity to seek the
advice of independent counsel in connection with this Agreement and the
transactions contemplated hereby and has obtained such independent advice or
hereby waives his right to seek such independent advice. Executive further
represents that he has made the decision to execute this Agreement independent
of any other executive, his counsel or counsel to the Company.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly
executed the day and year above written.
COMPANY:
AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC., a
Delaware corporation
____________________________________
By:_________________________________
Its:________________________________
EXECUTIVE:
____________________________________
DAVID LUCK
Address: 10 Laquinta Court
Lake in the Hills, Illinois 60102
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ABC SUPPLY'S
CONSOLIDATED BALANCE SHEET AT JUNE 30, 1998 AND CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,191
<SECURITIES> 0
<RECEIVABLES> 178,673
<ALLOWANCES> (6,984)
<INVENTORY> 168,382
<CURRENT-ASSETS> 5,376
<PP&E> 73,012
<DEPRECIATION> 6,887
<TOTAL-ASSETS> 478,362
<CURRENT-LIABILITIES> 166,036
<BONDS> 299,713
0
0
<COMMON> 109
<OTHER-SE> 12,504
<TOTAL-LIABILITY-AND-EQUITY> 478,362
<SALES> 529,652
<TOTAL-REVENUES> 529,652
<CGS> 407,254
<TOTAL-COSTS> 407,254
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,722
<INCOME-PRETAX> (9,103)
<INCOME-TAX> 76
<INCOME-CONTINUING> (9,179)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,179)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
