SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
American Buildings Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
024757106
(CUSIP Number)
Thomas Sandell, 230 Park Avenue, New York, New York 10169;
Tel: (212) 499-2920
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications
April 8, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the Following Pages)
(Page 1 of 11 Pages)
<PAGE>
CUSIP No. 024757106
Page 10 of 1
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg Master Investments Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
460,200
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
460,200
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandell Asset Management Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
460,200
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
460,200
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas Sandell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
460,200
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
460,200
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). Name of Issuer:
American Buildings Company (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
1150 State Docks Road
Eufaula, Alabama 36027
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are:
Castlerigg Master Investments Ltd., a British Virgin Islands company
("Castlerigg"), Sandell Asset Management Corp., a British Virgin
Islands company ("SAMC") and Thomas Sandell, a United State citizen
("Sandell")
(together, the "Reporting Persons").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for Castlerigg and SAMC is c/o CITCO
Fund Services (Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao,
Netherlands Antilles. The principal business address for Mr. Sandell is
230 Park Avenue, New York, New York 10169.
Item 2(c). Citizenship:
Each of Castlerigg and SAMC is a British Virgin Islands company. Mr.
Sandell is a citizen of the United States.
Item 2(d). Title of Class of Securities
Common Stock, $.01 par value (the "Common Stock").
Item 2(e). CUSIP Number: 024757106
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own 460,200 shares of
Common Stock.
(b) Percent of class:
Each of Castlerigg's, SAMC's and Mr. Sandell's aggregate
beneficial ownership of 460,200 shares of Common Stock
constitutes 9.01% of all of the outstanding shares of Common
Stock.
Together, the Reporting Persons have beneficial ownership of
460,200 shares of Common Stock constituting 9.01% of all of
the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Each of Castlerigg, SAMC and Mr. Sandell has the sole
power to vote or direct the vote of 460,200 shares of
Common Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the disposition of
Each of Castlerigg, SAMC and Mr. Sandell has the sole
power to dispose or direct the disposition of 460,200
shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[].
Item 6. Ownership of More than Five Percent on Behalf of Anther Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: April 19, 1999
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.,
Investment Manager
By: /s/ Thomas Sandell
Thomas Sandell,
President
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas Sandell
Thomas Sandell,
President
/s/ Thomas Sandell
Thomas Sandell
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the common stock, $.01 par value, of American Buildings Company dated
April 19, 1999 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: April 19, 1999
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.,
Investment Manager
By: /s/ Thomas Sandell
Thomas Sandell,
President
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas Sandell
Thomas Sandell,
President
/s/ Thomas Sandell
Thomas Sandell
<PAGE>
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Castlerigg Master Investments Ltd.
Sandell Asset Management Corp.
Thomas Sandell
