As filed with the Securities and Exchange Commission on September 30, 1998
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN BUILDINGS COMPANY
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(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 63-0931058
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1150 STATE DOCKS ROAD
EUFAULA, ALABAMA 36027
(334) 687-2032
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(Address of Principal Executive Offices)
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AMERICAN BUILDINGS COMPANY
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
R. CHARLES BLACKMON
Executive Vice President-Chief Financial Officer
AMERICAN BUILDINGS COMPANY
1150 STATE DOCKS ROAD
EUFAULA, ALABAMA 36027
(334) 687-2032
(Name, address, including area code, and
telephone number of agent for service)
-----------------------------------
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
PAUL JACOBS, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE(2) FEE
------------------- ------------ ----------------- ----------------- -------------
<S> <C> <C> <C> <C>
Common Stock, par value of
$.01 per share .............. 100,000 shares $23.50 $2,350,000 $693.25
</TABLE>
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(1) Calculated by dividing the proposed maximum aggregate offering price by the
amount to be registered.
(2) The price is estimated pursuant to Rule 457(h) of the Securities Act of
1933, as amended (the "Act"), solely for the purpose of calculating the
registration fee and is the product resulting from multiplying 100,000, the
number of additional shares registered by this Registration Statement as to
which options may be granted under the American Buildings Company Stock
Option Plan for Non-Employee Directors, by $23.50, the average of the high
and low prices of American Building Company Common Stock as reported on The
Nasdaq National Market on September 28, 1998.
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<PAGE>
PROSPECTUS
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100,000 SHARES
AMERICAN BUILDINGS COMPANY
COMMON STOCK
This Prospectus relates to the offer and sale of up to 100,000 shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
American Buildings Company ("ABC" or the "Company"). The Shares are being
offered for sale by certain stockholders of the Company (the "Selling
Stockholders") who acquired such Shares pursuant to the Company's Stock Option
Plan for Non-Employee Directors (the "Plan"). See "Selling Stockholders." The
Company's Common Stock is traded on the Nasdaq Stock Market's National Market
(the "Nasdaq National Market") under the symbol "ABCO." On September 29, 1998,
the closing price of the Common Stock, as reported in the consolidated reporting
system, was $23.00 per share.
The Company will not receive any of the proceeds from sales of the Shares
by the Selling Stockholders. The Shares may be offered from time to time by the
Selling Stockholders (and their donees and pledgees) through ordinary brokerage
transactions, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution."
The Selling Stockholders may be deemed to be "Underwriters" as defined in
the Securities Act of 1933, as amended (the "Securities Act"). If any
broker-dealers are used to effect sales, any commissions paid to broker-dealers
and, if broker-dealers purchase any of the Shares as principals, any profits
received by such broker-dealers on the resale of the Shares, may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
profits realized by the Selling Stockholders may be deemed to be underwriting
commissions. All costs, expenses and fees in connection with the registration of
the Shares will be borne by the Company. Brokerage commissions, if any,
attributable to the sale of the Shares will be borne by the Selling Stockholders
(or their donees and pledgees).
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SEE "RISK FACTORS", WHICH BEGINS ON PAGE 6 OF THIS PROSPECTUS,
FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 30, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements, reports
and other information concerning the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the regional offices
of the Commission located at Seven World Trade Center, 13th Floor, New York, New
York 10048, and 500 West Madison Street, Chicago, Illinois 60661, and copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and its public
reference facilities in New York, New York and Chicago, Illinois, at prescribed
rates. Copies of such information may also be inspected at the reading room of
the library of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a World Wide Web
site on the Internet at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that file electronically with the Commission.
This Prospectus constitutes a part of a Registration Statement on Form S-8
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any contract, agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract, agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement together with exhibits may be inspected at the offices of the
Commission as indicated above without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.
Private Securities Litigation Reform Act Safe Harbor Statement. This
Prospectus (including the documents incorporated by reference herein) contains
certain forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) and information relating to the
Company that are based on the beliefs of the management of the Company, as well
as assumptions made by and information currently available to the management of
the Company. When used in this Prospectus, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. Such statements reflect the current
views of the Company with respect to future events and are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including those discussed under
"Risk Factors." Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
does not undertake any obligation to publicly release any revisions to these
forward looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information in the following documents filed by American Buildings
Company with the Commission (File No. 0-23688) pursuant to the Exchange Act is
incorporated by reference in this Prospectus:
a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998;
d) The Company's Current Report on Form 8-K, dated December 4, 1997, as
amended by the Company's Current Report on Form 8-K/A, dated
December 4, 1997 and filed February 13, 1998, reporting the
acquisition by the Company of Windsor Door, Inc.; and
e) The Company's Registration Statement on Form 8-A dated March 22, 1994.
All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the securities
offered hereby shall be deemed incorporated by reference into this Prospectus
and to be a part hereof from the date of the filing of such documents or
reports. The information relating to the Company in this Prospectus should be
read together with the information in the documents incorporated by reference.
Any statement contained in a document incorporated by reference herein,
unless otherwise indicated therein, speaks as of the date of the document. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus modifies or replaces such statement.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the documents
described above, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents. Requests should be
addressed to: American Buildings Company, 1150 State Docks Road, Eufaula,
Alabama 36027, (334) 657-2032, Attention: R. Charles Blackmon. The Company
furnishes its stockholders with an annual report containing audited financial
statements. In addition, the Company may furnish such other reports as may be
authorized, from time to time, by the Board of Directors.
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<PAGE>
THE COMPANY
American Buildings Company ("ABC" or the "Company") is a diversified
manufacturer and marketer of construction products and services for
non-residential and residential applications. The Company designs, manufactures
and sells metal building systems, which consist of structural framing and wall
and roof panels, for industrial, commercial and institutional markets. The
Company's metal building systems are generally custom-designed to meet the
specific needs of the end-user and to allow for easy on-site assembly by
builders and independent erectors. The Company's metal building systems average
approximately 12,300 square feet in size, although the Company frequently
provides larger buildings of up to one million square feet or more. The Company
markets its metal building systems nationwide through approximately 1,100
authorized builder/dealers. ABC has capitalized on its extensive builder/dealer
network and engineering expertise to expand into the emerging metal roofing
market. The Company has a separate roofing products' sales, engineering and
customer service organization, which markets and sells the Company's roofing
products to its builder/dealer network and approximately 365 preferred roofing
contractors. The Company also provides specialty engineering services for large,
complex building structures, manufactures and markets mini-warehouses to serve
the growing self-storage market and secondary building components to serve the
Company's builder/dealers and roofers as well as the general construction
industry, and paints steel coils. In addition, the Company manufactures and
markets steel sectional upward acting doors for residential and commercial
applications, as well as modular structures and residential steel framing
systems. The Company also operates an ICC-licensed trucking subsidiary. ABC
markets its products and services throughout North America and in selected
international countries. The Company derived 95.0% and 89.5% of its respective
1996 and 1997 net sales from the sale of metal building systems and roofing and
architectural products and secondary building components.
Since the inception of the metal buildings industry in the 1940s, metal
building systems have become a highly accepted method of construction for
low-rise, non-residential structures, such as factories, warehouses,
distribution centers, athletic and event centers, office buildings, retail
establishments, banks and schools. Based upon information reported by the Metal
Building Manufacturers Association ("MBMA"), an industry trade association,
metal building systems accounted, on a square footage basis, for approximately
70% of low-rise, non-residential structures of up to 150,000 square feet
constructed in 1997, compared to 65% in 1995 and 54% in 1987. The Company
believes the cost of the metal building system generally represents
approximately 15% of the total cost of constructing the building. In 1996, the
non-residential market for metal buildings consisted primarily of three distinct
markets: (1) commercial buildings, which accounted for approximately 35% of
metal building systems industry sales; (2) manufacturing buildings, which
accounted for approximately 41% of such industry sales; and (3) institutional
buildings and other categories, which in the aggregate accounted for
approximately 24% of such industry sales.
In the early years of the industry, metal building systems were most often
used for factories, warehouses, distribution centers and other applications in
which the exterior appearance of the building was not as significant a
consideration to customers as construction cost, efficiency, speed of
construction and other factors. Technological advances in products and
materials, as well as the advent of modern computer-aided engineering and design
techniques, have led to the development of structural and roofing systems that
are compatible with more traditional construction materials. Architects and
designers now often combine a metal building system with masonry, glass and wood
exterior facades in order to meet the aesthetic requirements of building codes
and potential customers while preserving the inherent favorable characteristics
of metal building systems. As a result, the uses for metal building systems now
include office buildings, showrooms, retail stores, banks, schools and other
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<PAGE>
non-residential buildings for which aesthetics and architectural features are
important considerations. The Company believes that competing in markets where
customers seek unique aesthetic or functional features for a structure places a
premium on the manufacturer's custom design and engineering capabilities, as
well as the strength of its distribution network.
The Company's business strategy is focused on increasing long-term
profitability through enhancement of its strong builder/dealer network,
technological innovations, cost efficiencies, internal investment, capacity
expansion and expansion into related lines of business.
The Company's predecessor was founded in 1947, and the Company was
incorporated under the laws of the State of Delaware in 1986. ABC's principal
executive office is located at 1150 State Docks Road, Eufaula, Alabama 36027 and
its telephone number is (334) 687-2032. The terms "Company" and "ABC" include
the operations of the Company's subsidiaries.
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<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus. This Prospectus contains, in
addition to historical information, forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below, as well as those discussed elsewhere in this
Prospectus.
Industry Cyclicality. The non-residential and residential construction
industries are highly sensitive to overall economic conditions, and from time to
time have been negatively impacted in numerous geographic regions by
unfavorable economic conditions, relatively high vacancy rates, changes in tax
laws impacting the real estate industry and the unavailability of financing.
Demand for the Company's products may be adversely affected by the weakness of
demand within particular customer groups or a recession in the construction
industry or particular geographic regions, which may adversely affect the
Company's results of operations. The timing and severity of future economic or
industry downturns are not currently determinable, and any such downturn could
have a material adverse effect on the Company's results of operations and
business.
Competition. On the basis of data reported by the MBMA, the Company's 1997
sales of metal building systems products constituted approximately 11.4% of
reported industry sales, placing it as the fourth largest domestic manufacturer
behind the Building Systems division of Butler Manufacturing Company, NCI
Building Systems, Inc. and the Varco-Pruden Buildings Division of LTV Steel
Corporation, which accounted for approximately 20.6%, 14.4% and 11.9%,
respectively, of total 1997 industry sales reported by the MBMA. Other major
competitors include the Star and Ceco Divisions of Robertson-Ceco Corp. and
Associated Buildings. Several of the Company's competitors have greater
financial resources than the Company. The Company believes its American
Buildings brand is the third largest brand behind the Butler and Varco-Pruden
brands. Competition in the metal buildings industry is intense and is based
primarily on price, service, quality of the builder/dealer network and the
ability to provide added value in the design of a building. The Company's
ability to expand its market share depends in part on its ability to persuade
builders to market the Company's products in lieu of those of its competitors,
attract conventional contractors to the metal buildings industry and develop a
separate network of preferred roofing contractors to market its roofing
products. In addition, the Company and others in the metal building systems
industry compete with alternative methods of building construction. Although the
Company maintains metal building manufacturing facilities in Alabama, Illinois,
Nevada and Virginia, the Company's ability to quote competitive prices to
customers located more than 500 miles from one of these facilities may be
limited because of the significance of freight and delivery charges to the cost
of metal buildings. Foreign companies are not presently a significant factor in
the domestic marketplace, and the Company does not expect them to be in the near
future, mainly because of transportation costs and the short lead times
generally required by customers.
The Roofing and Components Group competes with numerous suppliers of
roofing and component parts as well as other metal buildings systems
manufacturers.
There are currently four other companies engaged in painting steel coil in
the southeastern United States. The Company believes that the recent addition of
two of these facilities has resulted in overcapacity for steel coil painting in
the southeastern United States and has created competitive pressure.
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<PAGE>
In the upward acting, or garage door, manufacturing industry, there are
five "full-line" firms which serve a national base of customers. ABC estimates
that these companies have approximately an 80% market share. The Windsor Door
division's current market share is estimated by ABC to be approximately 8%,
ranking it fourth. Wayne Dalton Corporation and Overhead Door Corporation are
believed to be the two largest manufacturers, with Clopay Corporation also being
larger than Windsor.
The Modular Buildings division has two primary competitors in the modular
petroleum business, both of which are privately owned. Several other
manufacturers compete in the canopy business and the commercial/institutional
modular business.
Impact of Changing Steel Prices on the Company's Results of Operation. The
Company's principal raw material is steel. The steel industry is highly cyclical
in nature and prices for the Company's raw materials are influenced by numerous
factors beyond the control of the Company, including general economic
conditions, competition, labor costs, import duties and other trade
restrictions. As steel producers change the effective selling price for the
Company's raw materials, competitive conditions will influence the amount of the
change, if any, in the Company's prices to its customers. Changing steel prices
could therefore adversely affect the Company's results of operations and
business.
Seasonal Nature of Business. The pre-engineered metal buildings industry,
as well as the construction industry in general, is seasonal in nature in that
shipments normally are lower in the first half of each year compared to the
second half because of unfavorable weather conditions for construction,
particularly in the northern portion of the United States, and normal business
planning cycles affecting construction. Prolonged severe winter weather
conditions can delay construction projects, cause increased job completion costs
and otherwise adversely affect the Company's business.
Dependence on Key Personnel. The Company believes that its continued
success will depend to a significant extent upon its senior management. The loss
of the services of any key personnel, particularly Robert Ammerman and Joel
Voelkert, the Company's President and Chief Executive Officer and
President--Construction Products Group, respectively, could have a material
adverse effect upon the Company. The Company does not carry key man life
insurance on any of its senior management. The Company's continued success also
depends upon its ability to attract and retain qualified employees to support
its future growth.
Substantially All Assets Pledged to Secure Debt. The Company has granted
its senior lender a lien on substantially all the Company's assets. In the event
the Company defaults on such debt, the lenders may foreclose on these assets to
satisfy the Company's obligations, which foreclosure may have a material adverse
effect on the value of the Common Stock.
Risk of Operations in the PRC. As part of its effort to increase the
Company's presence in international markets, in August 1995 ABC and China
Renaissance Industries, L.P., a partnership formed to invest in non-listed
enterprises in The People's Republic of China, formed a joint venture to pursue
the manufacture of metal building systems in the PRC and their sale throughout
most of Southeast Asia (the "Territory"). ABC has a 30% interest in the joint
venture, and exclusively licensed to the joint venture on a royalty-free basis
the right to use certain of ABC's technology to pursue the manufacture and sale
of metal building systems in the Territory. The joint venture completed its
initial manufacturing facility in the PRC in October 1996. ABC will receive a
technology license fee of $1.5 million, of which $750,000 was paid in 1995 and
the remainder of which is due in late 1998. ABC invested approximately $4.4
million in the joint venture through the end of 1997 and expects to invest up to
an additional $0.1 million in 1998. Any change in policies by the government of
the PRC, such as changes in laws, regulations or the interpretation thereof, the
adoption of confiscatory taxation policies,
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<PAGE>
the implementation of restrictions on imports or sources of supplies, or the
expropriation or nationalization of private enterprises, could have a material
adverse eff ect on the Company's proposed operations in the PRC. Although the
PRC government has been pursuing economic reform policies for a number of years,
no assurance can be given that the government will continue to pursue such
policies or that such policies may not be significantly altered, especially in
the event of a change in leadership, social or political disruption, or other
circumstances affecting the PRC's political, economic and social life. The PRC
government imposes control over its foreign currency reserves through direct
regulation of the conversion of Chinese currency into foreign exchange.
Accordingly, the Company will be subject to currency fluctuation and
convertibility and foreign exchange risks on its share of the proposed joint
venture's earnings.
Certain Anti-Takeover Effects. The shares beneficially owned by the
Company's executive officers, directors and affiliates, combined with the
ability of the Board of Directors to issue shares of preferred stock without
further vote or action by the stockholders, may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the stockholders. Consequently, the market price of the Common Stock
may be less likely to reflect a "premium for control." In addition, Section 203
of the Delaware General Corporation Law, which is applicable to the Company,
contains provisions that restrict certain business combinations with interested
stockholders, which may have the effect of inhibiting a non-negotiated merger or
other business combination involving the Company.
Possible Volatility of Stock Price. The trading price of the Common Stock
could be subject to wide fluctuations in response to variations in the Company's
quarterly financial results, changes in the pre-engineered metal buildings
industry and general market and economic conditions, or the failure to meet
securities analysts' expectations, among other things.
No Dividends. The Company currently intends to retain earnings to support
its growth strategy and does not anticipate paying dividends in the foreseeable
future. Payment of dividends is currently prohibited by the Company's credit
facility.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
SELLING STOCKHOLDERS
The Company will supplement this Prospectus from time to time to include
certain information concerning the security ownership of the Selling
Stockholders and the position, office or other material relationship which a
Selling Stockholder has had within the past three years with the Company or any
of its predecessors or affiliates.
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<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the registration
of the Shares offered hereby will be borne by the Company. Brokerage
commissions, if any, attributable to the sale of Shares will be borne by the
Selling Stockholders (or their donees or pledgees).
Sales of Shares may be effected from time to time in transactions (which
may include block transactions) on the Nasdaq National Market, in negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, or at
negotiated prices. The Selling Stockholders have advised the Company that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. The
Selling Stockholders may effect such transactions by selling Common Stock
directly to purchasers or to or through broker-dealers which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of Common Stock for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of the
Common Stock might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any commission received by them and any profit
on the resale of the shares of Common Stock as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. Liabilities
under the federal securities laws cannot be waived.
Because the Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to prospectus delivery requirements under the Securities Act.
Furthermore, in the event of a "distribution" of the Shares, such Selling
Stockholder, any selling broker or dealer and any "affiliated purchasers" may be
subject to Regulation M under the Exchange Act, which Regulation would prohibit,
with certain exceptions, any such person from bidding for or purchasing any
security which is the subject of such distribution until his participation in
that distribution is completed. In addition, Regulation M under the Exchange Act
prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of
pegging, fixing or stabilizing the price of Common Stock in connection with this
offering.
LEGAL MATTERS
Legal matters relating to the Common Stock have been passed upon for the
Company by Fulbright & Jaworski L.L.P., New York, New York.
EXPERTS
The audited financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
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TABLE OF CONTENTS
PAGE
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Available Information .................................................. 2
Incorporation of Certain
Documents by Reference ............................................... 3
The Company ............................................................ 4
Risk Factors ........................................................... 6
Use of Proceeds ........................................................ 8
Selling Stockholders ................................................... 8
Plan of Distribution ................................................... 9
Legal Matters .......................................................... 9
Experts ................................................................ 9
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================================================================================
100,000
Shares
AMERICAN BUILDING COMPANY
Common Stock
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PROSPECTUS
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September 30, 1998
================================================================================
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Company's Registration Statement on Form S-8 (File No.
333-86560), as filed with the Securities and Exchange Commission on November 21,
1994 is incorporated herein by reference.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eufaula, State of Alabama on this 29th day of
September, 1998.
AMERICAN BUILDINGS COMPANY
By: /s/Robert T. Ammerman
---------------------------------------
Robert T. Ammerman
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints ROBERT T. AMMERMAN and R. CHARLES
BLACKMON, JR., or either of them, his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting said attorney-in-fact and
agent and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ ROBERT T. AMMERMAN Chief Executive Officer September 29, 1998
- ----------------------------- and Director
Robert T. Ammerman (principal executive
officer)
/s/ R. CHARLES BLACKMON, JR. Executive Vice President-- September 29, 1998
- ----------------------------- Chief Financial
R. Charles Blackmon, Jr. Officer
(principal financial and
accounting officer)
/s/ WILLIAM L. SELDEN Chairman of the September 29, 1998
- ----------------------------- Board and
William L. Selden Director
- ----------------------------- Director September __, 1998
Harold J. Levy
/s/ DOUGLAS L. NEWHOUSE Director September 29, 1998
- -----------------------------
Douglas L. Newhouse
/s/ RALPH S. SAUL Director September 29, 1998
- -----------------------------
Ralph S. Saul
/s/ ROBERT F. SHAPIRO Director September 29, 1998
- -----------------------------
Robert F. Shapiro
Director September __, 1998
- -----------------------------
Kendrick R. Wilson, III
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4 American Buildings Company Stock Option Plan for Non-Employee Directors,
as amended
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP
10.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
II-4
Exhibit 4
AMERICAN BUILDINGS COMPANY
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose.
The purpose of this Stock Option Plan for Non-Employee Directors (the
"Plan") of American Buildings Company (the "Corporation") is to strengthen the
Corporation's ability to attract and retain the services of knowledgeable and
experienced persons who, through their efforts and expertise, can make a
significant contribution to the success of the Corporation's business by serving
as members of the Corporation's Board of Directors and to provide additional
incentive for such directors to continue to work for the best interests of the
Corporation and its stockholders through ownership of its Common Stock, $.01 par
value (the "Common Stock"). Accordingly, the Corporation will grant to each
non-employee director options to purchase shares of the Corporation's Common
Stock on the terms and conditions hereafter established.
2. Stock Subject to Plan.
The Corporation may issue and sell a total of 260,000 shares of its Common
Stock pursuant to the Plan. Such shares may be either authorized and unissued or
held by the Corporation in its treasury. New options may be granted under the
Plan with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.
3. Administration of the Plan.
The Plan shall be administered by the Board of Directors of the Corporation
(the "Board"). The interpretation and construction by the Board of any
provisions of the Plan or of any other matters related to the Plan shall be
final. The Board may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem advisable. No member of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan.
The Board of Directors may at any time amend, alter, suspend or terminate
the Plan; provided, however, that any such action would not impair any option to
purchase Common Stock theretofore granted under the Plan; and provided further
that without the approval of the Corporation's stockholders, no amendments or
alterations would be made which would (i) increase the number of shares of
Common Stock that may be purchased by each non-employee director under the Plan
(except as permitted by Paragraph 10), (ii) increase the aggregate number of
shares of Common Stock as to which options may be granted under the Plan (except
as permitted by Paragraph 10), (iii) decrease the option exercise price (except
as permitted by Paragraph 10), or (iv) extend the period during which
outstanding options granted under the Plan may be exercised; and provided
further that Paragraph 5 of the Plan shall not be amended more than once every
six months other than to comply with changes in the Internal Revenue Code of
1986, as amended, or the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.
-1-
<PAGE>
4. Eligibility.
All non-employee directors of the Corporation shall be eligible to receive
options under the Plan. Receipt of stock options under any other stock option
plan maintained by the Corporation or any subsidiary shall not, for that reason,
preclude a director from receiving options under the Plan.
5. Grants.
(i) Except as set forth in Paragraph 5(iii) below, each non-employee
director shall be issued an option to purchase 7,500 shares of the
Corporation's Common Stock (the "Initial Option") on the date of his
initial election or appointment to the Board of Directors (the "Initial
Grant Date") at the following price for the following term and otherwise in
accordance with the terms of the Plan:
(a) The option exercise price per share of Common Stock shall be
the Fair Market Value (as defined below) of the Common Stock covered
by such Initial Option on the Initial Grant Date; provided, however,
that with respect to all non-employee directors who are or become
directors prior to the closing of an underwritten offering of shares
of the Corporation's Common Stock to the public pursuant to a
registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, the option exercise price per share of Common Stock shall
be the initial public offering price (before deducting underwriting
discounts and commissions).
(b) Except as provided herein, the term of an Initial Option
shall be for a period of ten (10) years from the Initial Grant Date.
(ii) In addition, each non-employee director shall, on each
anniversary of the Initial Grant Date (the "Additional Grant Date"), if he
is still a non-employee director on such date, be granted an option to
purchase 5,000 shares of the Corporation's Common Stock (the "Additional
Option") at the following price for the following term and otherwise in
accordance with the terms of the Plan:
(a) The option exercise price per share of Common Stock shall be
the Fair Market Value (as defined below) of the Common Stock covered
by such Additional Option on the Additional Grant Date.
(b) Except as provided herein, the term of an Additional Option
shall be for a period of ten (10) years from the Additional Grant
Date.
(iii) In the case of Messrs. Dennis M. Galgano, Holcombe T. Green,
Jr., Harold Levy, David Lichtenstein, Douglas Newhouse, Ralph Saul, William
Selden, Michael Shannon, Robert Shapiro and Kendrick Wilson III, who were
elected directors of the Corporation on January 19, 1993, February 25,
1994, January 19, 1993, March 27, 1991, January 19, 1993, May 11, 1993,
January 19, 1993, March 27, 1991, May 11, 1993 and February 25, 1994,
Options for each to purchase 7,500 shares of the Corporation's Common Stock
shall be granted under the Plan on February 25, 1994, the date of the
Plan's adoption by the Board of Directors, and February 25, 1994, shall be
the Initial Grant Date for each of these persons for purposes of Section 5
(ii). Such Options may not be exercised unless and until the stockholders
of the Corporation approve the Plan.
-2-
<PAGE>
(iv) "Fair Market Value" shall mean, for each Grant Date, (A) if the
Common Stock is listed or admitted to trading on the New York Stock
Exchange (the "NYSE") or the American Stock Exchange (the "ASE"), the
average of the high and low sale price of the Common Stock on such date or,
if no sale takes place on such date, the average of the highest closing bid
and lowest closing asked prices of the Common Stock on such exchange, in
each case as officially reported on the NYSE or the ASE, or (B) if no
shares of Common Stock are then listed or admitted to trading on the NYSE
or the ASE, the average of the high and low sale prices of the Common Stock
on such date on the NASDAQ National Market System or, if no shares of
Common Stock are then quoted on the NASDAQ National Market System, the
average of the closing bid and highest asked prices of the Common Stock on
such date on NASDAQ or, if no shares of Common Stock are then quoted on
NASDAQ, the average of the highest bid and lowest asked prices of the
Common Stock on such date as reported in the over-the-counter system. If no
closing bid and highest asked prices thereof are then so quoted or
published in the over-the-counter market, "Fair Market Value" shall mean
the fair value per share of Common Stock (assuming for the purposes of this
calculation the economic equivalence of all shares of classes of capital
stock), as determined on a fully diluted basis in good faith by the Board,
as of a date which is 15 days preceding such Grant Date.
(v) Options granted hereunder shall not be "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
6. Regulatory Compliance and Listing.
The issuance or delivery of any Option may be postponed by the Corporation
for such period as may be required to comply with the Federal securities laws,
any applicable listing requirements of any applicable securities exchange and
any other law or regulation applicable to the issuance or delivery of such
Options, and the Corporation shall not be obligated to issue or deliver any
Options if the issuance or delivery of such options would constitute a violation
of any law or any regulation of any governmental authority or applicable
securities exchange.
7. Restrictions on Exercisability and Sale.
(i) Subject to Paragraph 7(ii) below, each Option granted under the
Plan shall become exercisable as to 25% of the total number of shares
issuable under such Option on the date which is six months after the Grant
Date of such Option and on each of the three successive one-year
anniversaries of the Grant Date of such Option; provided, however, that
with respect to Messrs. Dennis M. Galgano, Holcombe T. Green, Jr., Harold
Levy, David Lichtenstein, Douglas Newhouse, Ralph Saul, William Selden,
Michael Shannon, Robert Shapiro and Kendrick Wilson III, the Grant Date for
the Initial Option grant shall be the date of the initial election or
appointment to the Board.
(ii) Notwithstanding anything herein to the contrary, if the shares of
Common Stock issuable upon exercise of Options granted under the Plan have
not been registered under the Securities Act of 1993, as amended, the Board
may condition the exercisability of Options upon compliance with applicable
federal and state securities laws.
8. Cessation as Director.
In the event that the holder of an Option granted pursuant to the Plan
shall cease to be a director of the Corporation for any reason such holder may
exercise any portion of the Option that is exercisable by him at the time he
ceases to be a director of the Corporation, but only to the extent such Option
is exercisable as of such date, within six months after the date he ceases to be
a director of the Corporation.
-3-
<PAGE>
9. Death.
In the event that a holder of an Option granted pursuant to the Plan shall
die, his estate, personal representative or beneficiary may exercise any portion
of the Option that was exercisable by the deceased Optionee at the time of his
death, but only to the extent such Option is exercisable as of such date, within
twelve months after the date of his death.
10. Stock Splits, Mergers, etc.
In the event of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board of Directors, whose
determination shall be final, to the number and option exercise price per share
of Common Stock which may be purchased under any outstanding Options. In the
case of a merger, consolidation, sale of stock or similar transaction which
results in a change in control of the Corporation, the Corporation will make a
reasonable effort, but shall not be required, to replace any outstanding Options
granted under the Plan with comparable options to purchase the stock of such
other corporation, or will provide for immediate maturity of all outstanding
Options, with all Options not being exercised within the time period specified
by the Board of Directors being terminated.
11. Transferability.
Options are not assignable or transferable, except upon the optionholder's
death to a beneficiary designated by the optionee in accordance with procedures
established the Board or, if no designated beneficiary shall survive the
optionholder, pursuant to the optionholder's will or by the laws of descent and
distribution, to the extent set forth in Paragraph 9, and during the
optionholder's lifetime, may be exercised only by him.
12. Exercise of Options.
An optionholder electing to exercise an Option shall give written notice to
the Corporation of such election and of the number of shares of Common Stock
that he has elected to acquire. An optionholder shall have no rights of a
stockholder with respect to shares of Common Stock covered by his Option until
after the date of issuance of a stock certificate to him upon partial or
complete exercise of his option.
13. Payment.
The Option exercise price shall be payable in cash, check or in shares of
Common Stock upon the exercise of the Option. If the shares of Common Stock are
tendered as payment of the Option exercise price, the value of such shares shall
be the Fair Market Value as of the date of exercise. If such tender would result
in the issuance of fractional shares of Common Stock, the Corporation shall
instead return the difference in cash or by check to the optionholder.
14. Obligation to Exercise Option.
The granting of an Option shall impose no obligation on the director to
exercise such option.
-4-
<PAGE>
15. Continuance as Director.
Nothing in the Plan shall be deemed to create any obligation on the part of
the Board to nominate any director for reelection by the Corporation's
stockholders.
16. Number of Shares of Common Stock; Reverse Stock Split Required.
It is expressly understood and agreed that the number of shares of Common
Stock set forth in the Plan reflects and gives effect to the reverse stock split
of the Corporation's Common Stock approved by the Corporation's Board of
Directors on February 25, 1994 (the "Reverse Split"). Notwithstanding anything
herein to the contrary, the options granted hereunder may not be exercised
unless and until the amendment to the Corporation's Restated Certificate of
Incorporation reflecting the Reverse Split has been filed with the Secretary of
State of Delaware.
17. Term of Plan.
The Plan shall be effective as of the date on which it is adopted by the
Board, subject to the approval of the stockholders of the Corporation within one
year from the date of adoption by the Board. The Plan will terminate on the date
ten years after the date of adoption by the Board, unless sooner terminated by
the Board. The rights of optionees under options outstanding at the time of the
termination of the Plan shall not be affected solely by reason of the
termination and shall continue in accordance with the terms of the option (as
then in effect or thereafter amended).
-5-
EXHIBIT 5
TELEPHONE: 212/318-3000
FACSIMILE: 212/752-5958 HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
DALLAS
NEW YORK
LOS ANGELES
LONDON
HONG KONG
FULBRIGHT & JAWORSKI
L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103-3198
September 29, 1998
American Buildings Company
1150 State Docks Road
Eufaula, Alabama 36027
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by American Buildings Company (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to 100,000 shares of Common Stock of the Company, par
value $.01 per share (the "Shares"), which may be issued upon the exercise of
options to be granted pursuant to the American Buildings Company Stock Option
Plan for Non-Employee Directors, as amended (the "Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that, in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of the
Shares upon the exercise of options to be granted pursuant to the Plan, and that
the Shares being registered pursuant to the Registration Statement, when issued
upon the exercise of and payment for options granted or to be granted under the
Plan in accordance with the terms of the options and the Plan, will be duly
authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Sincerely yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
EXHIBIt 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our reports dated
February 10, 1998 included in or incorporated by reference in American Building
Company's Form 10-K for the year ended December 31, 1997 and to all references
to our firm included in this registration statement.
Atlanta, Georgia
September 28, 1998
