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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NCI Building Systems Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
628852
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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 following page(s))
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CUSIP No. 628852
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RCM Capital Management 94-3004386
RCM Limited L.P. 94-3004387
RCM General Corporation 94-3132809
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
RCM Capital Management - CA Limited Partnership
RCM Limited L.P. - CA Limited Partnership
RCM General Corporation - CA Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 502,600
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 585,300
8 SHARED DISPOSITIVE POWER -0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,300
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12
TYPE OF REPORTING PERSON*
RCM Capital Management - IA,PN
RCM Limited L.P. - PN,HC
RCM General Corporation - CO,HC
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Item 1(a) Name of Issuer:
NCI Building Systems Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
7301 Fairview
Houston, Texas 77041
Item 2(a) Name of Person Filing:
RCM Capital Management
RCM Limited L.P.
RCM General Corporation
Item 2(b) Address of Principal Business Office or, if none, Residence:
Four Embarcadero Center, Suite 3000
San Francisco, California 94111
Item 2(c) Citizenship:
RCM Capital Management - CA Limited Partnership
RCM Limited L.P. - CA Limited Partnership
RCM General Corporation - CA Corporation
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
628852
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(e) [X] Investment Adviser registered under section 203 of Investment
Advisers Act of 1940. *See Exhibit A.
Item 4. Ownership.
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Page.
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 person has 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 Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
By /s/ Susan C. Gause
Susan C. Gause
Chief Financial Officer
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
RCM CAPITAL MANAGEMENT
By /s/ Susan C. Gause February 6, 1996
Susan C. Gause
Chief Financial Officer
RCM LIMITED L.P.
By /s/ Michael J. Apatoff February 6, 1996
Michael J. Apatoff
Executive Vice President of
RCM General Corporation, in
its capacity as General Partner
of RCM Limited L.P.
RCM GENERAL CORPORATION
By /s/ William L. Price February 6, 1996
William L. Price
Executive Vice President
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EXHIBIT A
RCM Capital Management ("RCM Capital") is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
RCM Limited L.P. ("RCM Limited") is the General Partner of RCM Capital. RCM
Limited has filed this Schedule 13G pursuant to Rule 13d-1(b)(ii)(G) under the
Securities Exchange Act of 1934 (the "Act"). RCM Limited has beneficial
ownership of the securities reported on this Schedule 13G only to the extent
that RCM Limited may be deemed to have beneficial ownership of securities
managed by RCM Capital.
RCM General Corporation ("RCM General") is the General Partner of RCM Limited,
the General Partner of RCM Capital. RCM General has filed this Schedule 13G
pursuant to Rule 13d-1(b)(ii)(G) under the Act. RCM General has beneficial
ownership of the securities reported on this Schedule 13G only to the extent RCM
General may be deemed to have beneficial ownership of securities managed by RCM
Capital.
RCM Capital, RCM Limited, and RCM General have agreed to file a joint statement
on Schedule 13G under the Act in connection with the common stock of NCI
Building Systems Inc.
RCM Capital, RCM Limited, and RCM General are responsible for the timely filing
of Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein, but none
of them is responsible for the completeness or accuracy of the information
concerning any other.
RCM CAPITAL MANAGEMENT
By /s/ Susan C. Gause February 6, 1996
Susan C. Gause
Chief Financial Officer
RCM LIMITED L.P.
By /s/ Michael J. Apatoff February 6, 1996
Michael J. Apatoff
Executive Vice President of
RCM General Corporation, in
its capacity as General Partner
of RCM Limited L.P.
RCM GENERAL CORPORATION
By /s/ William L. Price February 6, 1996
William L. Price
Executive Vice President
