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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
NCI BUILDING SYSTEMS, INC.
--------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11(1):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
- ----------------------------------
(1) Set forth the amount on which the filing is calculated and state how
it was determined.
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July ______, 1998
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of NCI Building Systems, Inc. (the "Company") to be held at 10:00 a.m. local
time, on _________, August ____, 1998, at the offices of the Company located at
7301 Fairview, Houston, Texas. At this meeting you will be asked to:
(i) Approve an amendment to the Company's Restated Certificate of
Incorporation that would increase the number of authorized
shares of Common Stock from 25,000,000 to 60,000,000 and the
number of authorized shares of Preferred Stock from 1,000,000
to 2,000,000; and
(ii) Transact such other business as may properly come before the
Special Meeting or any adjournment or postponement thereof.
It is important that your shares be represented at the meeting;
therefore, if you do not expect to attend in person, please sign and date the
enclosed proxy and return it in the enclosed envelope at your earliest
convenience.
Very truly yours,
C.A. Rundell, Jr.,
Chairman of the Board
Houston, Texas
July ____, 1998
<PAGE> 3
NCI BUILDING SYSTEMS, INC.
7301 FAIRVIEW
HOUSTON, TEXAS 77041
-----------------------------
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST __________, 1998
-----------------------------
A Special Meeting of Stockholders of NCI Building Systems, Inc., a
Delaware corporation (hereinafter the "Company"), will be held at the offices
of the Company located at 7301 Fairview, Houston, Texas, on __________, August
___, 1998, at 10:00 a.m. local time. The special meeting will be held for the
following purposes:
1. Approval of an amendment to the Company's Restated
Certificate of Incorporation that would increase the
number of authorized shares of Common Stock, $0.01
par value per share ("Common Stock"), from 25,000,000
to 60,000,000 and the number of authorized shares of
Preferred Stock, $1.00 par value per share
("Preferred Stock"), from 1,000,000 to 2,000,000; and
2. The transaction of such other business as may
properly come before the Special Meeting or any
adjournment or postponement thereof.
Only stockholders of record at the close of business on July 7, 1998
are entitled to notice of, and to vote at, the meeting or any adjournments
thereof. A list of stockholders entitled to vote at the meeting will be
available at the meeting for examination by any stockholder.
It is desirable that as large a proportion as possible of the
stockholders' interests be represented at the meeting. WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING, IT IS REQUESTED THAT THE ENCLOSED FORM OF PROXY BE
PROPERLY EXECUTED AND PROMPTLY RETURNED TO THE COMPANY IN THE ENCLOSED
ADDRESSED AND STAMPED ENVELOPE. You may revoke the proxy at any time before
the proxy is exercised by delivering written notice of revocation to the
Secretary of the Company, by delivering a subsequently dated proxy or by
attending the meeting and withdrawing the proxy. Please date, sign and return
the enclosed proxy immediately in the stamped envelope provided.
By Order of the Board of Directors
Donnie R. Humphries,
Secretary
Houston, Texas
July ___, 1998
<PAGE> 4
NCI BUILDING SYSTEMS, INC.
7301 FAIRVIEW
HOUSTON, TEXAS 77041
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST ____, 1998
This Proxy Statement is furnished to stockholders of NCI Building
Systems, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies to be used at the Special Meeting of Stockholders of
the Company to be held August ___, 1998 (the "Special Meeting"). Proxies in
the form enclosed will be voted at the meeting if properly executed, returned
to the Company before the Special Meeting and not revoked. Any stockholder
giving such a proxy may revoke it at any time before it is voted by delivering
written notice of revocation to the Secretary of the Company, by delivering a
subsequently dated proxy or by attending the meeting and withdrawing the proxy.
Your attendance at the meeting will not constitute automatic revocation of the
proxy.
This Proxy Statement and the enclosed proxy form are first being sent
to stockholders on or about July ____, 1998.
On June 24, 1998, the Board of Directors declared a 2 for 1 split of
the Company's Common Stock payable on or about July 22, 1998 to holders of the
Common Stock of record as of the close of business on July 8, 1998. Unless
specifically noted otherwise in this Proxy Statement, none of the information
relating to the Common Stock set forth herein reflects the split of the Common
Stock since the additional shares to effectuate the stock split had not been
issued as of the record date for the Special Meeting.
ACTION TO BE TAKEN AT MEETING
When stockholders have appropriately specified how their proxies
should be voted, the proxies will be voted accordingly. Unless the stockholder
otherwise specifies therein, the accompanying proxy will be voted (i) FOR the
proposed amendment to increase the authorized shares of Common Stock and
Preferred Stock of the Company and (ii) at the discretion of the proxy holders,
either FOR or AGAINST any other matter or business that may properly come
before the meeting. The Board of Directors does not know of any such other
matter or business.
PERSONS MAKING THE SOLICITATION
The accompanying proxy is being solicited by the Board of Directors of
the Company. The cost of soliciting your proxy will be borne entirely by the
Company and no other person or persons will bear such costs either directly or
indirectly. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegram by directors and regular officers
and employees of the Company.
QUORUM AND VOTING
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Common Stock is necessary to constitute a quorum at
the Special Meeting of Stockholders. Each outstanding share of Common Stock is
entitled to one vote. Abstentions will be included in vote totals and, as
such, will have the same effect as a negative vote on each proposal. Broker
non-votes (i.e., shares held by brokers or nominees as to which they have no
discretionary power to vote on a particular matter and have received no
instructions from the beneficial owners or persons entitled to vote thereon),
if any, will not be included in vote totals and, as such, will have no effect
on any
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proposal. The proposed amendment to the Restated Certificate of Incorporation
to increase the authorized shares of Common Stock and Preferred Stock, and all
other matters that properly come before the Special Meeting must be approved by
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock.
PROPOSAL TO APPROVE AMENDMENT TO RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED CAPITAL STOCK
The Board of Directors believes that it is desirable for the
stockholders to consider and act upon a proposal to amend the Company's
Restated Certificate of Incorporation (the "Certificate"). Pursuant to the
proposal, the currently authorized shares of Common Stock will be increased
from 25,000,000 to 60,000,000 and the currently authorized shares of Preferred
Stock will be increased from 1,000,000 to 2,000,000.
Of the 25,000,000 currently authorized shares of Common Stock, _______
shares were issued as of July 7, 1998, the record date for the Special Meeting
and 1,447,276 shares were reserved on that date for issuance in connection with
the Company's Nonqualified Stock Option Plan, as amended and restated ("Stock
Option Plan"). As a result of the 2 for 1 stock split declared by the Board
of Directors on June 24, 1998, an additional ___________ shares of Common Stock
will be issued on July 22, 1998 to holders of record of the Common Stock on
July 8, 1998 and an additional 1,447,276 shares will be reserved for issuance
in connection with the Stock Option Plan. Of the 1,000,000 currently
authorized shares of Preferred Stock, none were issued as of July 7, 1998, but
600,000 of such shares were designated Series A Junior Participating Preferred
Stock and reserved for issuance in connection with the adoption of a
Stockholders' Rights Plan by the Board of Directors on June 24, 1998. As a
result of the above, only an additional _______ unreserved shares of Common
Stock and 400,000 unreserved shares of Preferred Stock are available for
issuance.
The Board of Directors believes that the proposed amendment to the
Certificate would benefit the Company by providing greater flexibility for
raising additional capital to fund the Company's internal growth and
acquisition strategies, repay indebtedness, fund stock-related employee
benefits, and fund other working capital and general corporate requirements.
The Company currently is exploring alternative methods of raising additional
capital by means of public or private offerings of equity and debt securities,
including convertible debt, and anticipates that, in calendar 1998 and subject
to appropriate market conditions, it will make a public offering of additional
shares of Common Stock or other securities that involve rights to acquire
Common Stock. The net proceeds of any such offering, if it takes place, will
be used primarily to prepay commercial bank indebtedness incurred by the
Company to fund its acquisition of Metal Building Components, Inc. in May 1998.
The Company has no plans to issue Common Stock in any transaction that would
result in a change in control of the Company.
If the proposed amendment is not adopted, the contemplated public or
private offering to refinance a portion of the Company's commercial bank
indebtedness may not be able to be consummated or the Company may be required
to reduce the size of the offering to involve a smaller number of shares of
Common Stock than otherwise desirable or possible. In addition, the Company
may find it necessary to convene a special meeting of stockholders before the
Company could consummate any other transaction in which the number of shares of
Common Stock or Preferred Stock that would be issued, together with all other
new issuances of Common Stock and Preferred Stock after the record date for the
Special Meeting (including the shares to be issued and additionally reserved to
effect the 2 for 1 stock split), would exceed ______ and 400,000 shares,
respectively. This could potentially add to the costs of the proposed
transaction and the added time necessary to prepare for and hold a
stockholders' meeting could serve as a disincentive for third parties otherwise
interested in making an investment in, or entering into other transactions
with, the Company.
The Board will determine whether, when, and on what terms the issuance
of shares of Common Stock or Preferred Stock may be warranted in connection
with any of the foregoing purposes. Depending upon the consideration per
share received by the Company for any subsequent issuance of Common Stock, such
issuance could have a dilutive effect on those stockholders who paid a higher
consideration per share for their stock. Also, future issuances will
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increase the number of outstanding shares of Common Stock, thereby decreasing
the percentage ownership in the Company (for voting, distributions and all other
purposes) represented by existing shares of Common Stock. The availability for
issuance of the additional shares of Common Stock and any issuance thereof, may
be viewed as having the effect of discouraging an unsolicited attempt by another
person or entity to acquire control of the Company. The Company is not aware of
any person or entity who is seeking to acquire control of the Company. If the
proposed amendment is approved, all or any of the authorized shares of Common
Stock and Preferred Stock may be issued without further action by the
stockholders and without first offering such shares to the stockholders for
subscription.
Other than increasing the authorized shares of Common Stock from
25,000,000 to 60,000,000 and the authorized shares of Preferred Stock from
1,000,000 to 2,000,000, the proposed amendment in no way changes the
Certificate.
The Board has unanimously adopted resolutions setting forth the
proposed amendment to the Certificate, declaring its advisability and directing
that the proposed amendment be submitted to the stockholders for their approval
at the Special Meeting on August ___, 1998. If adopted by the stockholders,
the amendment will become effective upon filing as required by the General
Corporation Law of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
AMENDMENT OF THE CERTIFICATE, AS PROPOSED ABOVE.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to notice of, and to vote
at, the Special Meeting is July 7, 1998. At the close of business on that date
the Company had __________ shares of Common Stock issued and outstanding and
entitled to vote at the Special Meeting. The outstanding shares entitled to be
voted at the meeting do not include any of the shares to be distributed on or
about July 22, 1998 to stockholders of record on July 8, 1998 to effect the
previously declared 2 for 1 split of the Common Stock.
The following table sets forth, as of July 1, 1998, the number of
shares of Common Stock beneficially owned by (1) each person or group known by
the Company to own beneficially more than 5% of the outstanding shares of
Common Stock, (2) each director, (3) the Company's Chief Executive Officer and
each of the Company's four other most highly compensated executive officers,
and (4) all directors and officers as a group. Except as otherwise indicated,
each of the persons or groups named below has sole voting power and investment
power with respect to such Common Stock.
<TABLE>
<CAPTION>
Beneficial Ownership (1)
-----------------------------
Name of Beneficial Number of
Owner or Group Shares Percent
------------------ ------------ --------------
<S> <C> <C> <C>
Dresdner RCM Global Investors, L.L.C. (2) 820,000 %
Johnie Schulte, Jr. (3)(4) 466,849 %
A.R. Ginn 250,000 %
David B. Curtis (5) 170,000 %
Daniel D. Zabcik (6) 166,005 %
Kenneth W. Maddox 119,000 %
Gary L. Forbes (7) 100,250 %
C.A. Rundell, Jr. (8) 96,341 %
Leonard F. George (9) 73,014 %
Alvan E. Richey, Jr. (10) 42,277 *
Robert J. Medlock (11) 30,974 *
William D. Breedlove (12) 16,039 *
La Plaza Partnership (13) 20,287 *
Thomas C. Arnett
Robert N. McDonald (12) 11,039 *
All officers and directors as a group
(twenty-one persons) (14) 2,018,802 %
-------------------------------------------
* Less than one percent
</TABLE>
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- ----------------------
(1) Includes shares beneficially owned by such persons, including shares
owned pursuant to the NCI 401(k) Profit Sharing Plan. If a person has
the right to acquire beneficial ownership of any shares by exercise of
options within 60 days after July 1, 1998, such shares are deemed
beneficially owned by such person and are deemed to be outstanding
solely for the purpose of determining the percentage of the Common
Stock that he owns. Such shares are not included in the computations
for any other person.
(2) Dresdner RCM Global Investors, L.L.C. ("Dresdner RCM") is an
investment advisor registered under the Investment Advisers Act of
1940 and a wholly owned subsidiary of Dresdner Bank AG, which may be
deemed to have beneficial ownership of the shares owned by Dresdner
RCM. RCM Limited L.P., the Managing Agent of Dresdner RCM, and its
general partner, RCM General Corporation, may also be deemed to have
beneficial ownership of the shares owned by Dresdner RCM. The
principal place of business of Dresdner RCM, RCM Limited L.P. and RCM
General Corporation is Four Embarcadero Center, Suite 2900, San
Francisco, California 94111. The principal place of business of
Dresdner Bank AG is Jurgen-Ponto-Platz 1, 60301 Frankfurt, Germany.
(3) Includes options to purchase 84,333 shares held by Mr. Schulte which
were exercisable as of July 1, 1998. Mr. Schulte holds options to
purchase an additional 38,750 shares which were not exercisable at
that date.
(4) The principal business address of Mr. Schulte is 7301 Fairview,
Houston, Texas 77041.
(5) Includes 170,000 shares held by David B. Curtis Industries, Inc., of
which Mr. Curtis is sole shareholder, and may be deemed to hold voting
and investment power with respect to such shares. In addition, Mr.
Curtis holds options to purchase an additional 10,000 shares which
were not exercisable at July 1, 1998.
(6) Includes 60,000 shares held in a testamentary trust, of which Mr.
Zabcik is sole trustee, for the benefit of his children, and options
to purchase 20,250 shares held by Mr. Zabcik which were exercisable as
of July 1, 1998. Mr. Zabcik holds options to purchase an additional
1,750 shares which were not exercisable at that date.
(7) Includes 100,000 shares held by Equus II Incorporated, of which Mr.
Forbes is a Vice President and may be deemed to share voting and
investment power with respect to such shares. Mr. Forbes disclaims
beneficial ownership of such shares. Includes options to purchase 250
shares held by Mr. Forbes which were exercisable as of July 1, 1998.
Mr. Forbes holds options to purchase an additional 1,750 shares which
were not exercisable at that date.
(8) Includes options to purchase 6,250 shares held by Mr. Rundell which
were exercisable as of July 1, 1998. Mr. Rundell holds options to
purchase an additional 38,750 shares which were not exercisable at
that date.
(9) Includes options to purchase 73,014 shares held by Mr. George which
were exercisable as of July 1, 1998. Mr. George holds options to
purchase an additional 32,750 shares which were not exercisable at
that date.
(10) Includes options to purchase 42,277 shares held by Mr. Richey which
were exercisable as of July 1, 1998. Mr. Richey holds options to
purchase an additional 26,000 shares which were not exercisable at
that date.
(11) Includes options to purchase 30,974 shares held by Mr. Medlock which
were exercisable as of July 1, 1998. Mr. Medlock holds options to
purchase an additional 24,500 shares which were not exercisable at
that date.
(12) Includes options to purchase 16,039 and 10,039 shares held by Messrs.
Breedlove and McDonald, respectively, which were exercisable as of
July 1, 1998. Each of Messrs. Breedlove and McDonald holds options to
purchase an additional 1,750 shares which were not exercisable at that
date.
(13) Includes 20,037 shares held by La Plaza partnership. Mr. Arnett is a
general partner of La Plaza Partnership and may be deemed to share
voting and investment power with respect to such shares. Includes
options to purchase 250 shares held by Mr. Arnett which were
exercisable as of July 1, 1998. Mr. Arnett holds options to purchase
an additional 1,750 shares which were not exercisable at that date.
(14) In addition to the shares identified in notes (3) through (12),
includes options to purchase 14,000 shares held by other officers
which were exercisable as of July 1, 1998 and 57,727 shares with
respect to a convertible debenture held by another officer, which was
exercisable as of January 1, 1998. These other officers also hold
options to purchase an additional 72,000 shares which were not
exercisable at July 1, 1998.
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STOCKHOLDERS' PROPOSALS
Stockholders may submit proposals on matters appropriate for
stockholder action at subsequent annual meetings of the Company consistent with
Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended.
For such proposals to be considered for inclusion in the Proxy Statement and
Proxy relating to the Company's annual meeting to be held in 1999, the Secretary
of the Company must receive them on or before October 2, 1998. Such proposals
should be directed to NCI Building Systems, Inc., 7301 Fairview, Houston, Texas,
77041, Attention: Secretary.
MISCELLANEOUS
The Board of Directors knows of no business other than that set forth
above to be transacted at the Special Meeting. If other matters requiring a
vote of the stockholders arise, the persons designated as proxies will vote the
shares of Common Stock represented by the proxies in accordance with their
judgment on such matters.
The information contained in the Proxy Statement relating to the
security holdings of the directors and officers of the Company is based upon
information received from the individual directors and officers. All
information relating to any beneficial owner of more than 5% of the Company's
Common Stock is based upon information contained in reports filed by such owner
with the Securities and Exchange Commission.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, BUT NOT INCLUDING
EXHIBITS, WILL BE FURNISHED AT NO CHARGE TO EACH PERSON TO WHOM A PROXY
STATEMENT IS DELIVERED UPON THE WRITTEN REQUEST OF SUCH PERSON ADDRESSED TO NCI
BUILDING SYSTEMS, INC., 7301 FAIRVIEW, HOUSTON, TEXAS, 77041, ATTENTION:
DONNIE R. HUMPHRIES, SECRETARY.
By Order of the Board of Directors
Donnie R. Humphries,
Secretary
Houston, Texas
July ____, 1998
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NCI BUILDING SYSTEMS, INC.
The undersigned hereby (i) acknowledges receipt of the Notice dated July ___,
1998, of the Special Meeting of Stockholders of NCI Building Systems, Inc. (the
"Company") to be held at the Company's offices located at 7301 Fairview,
Houston, Texas on _________, August ___, 1998 at 10:00 a.m., local time, and
the Proxy Statement in connection therewith; and (ii) appoints C.A. Rundell,
Jr. and Johnie Schulte, and each of them, his proxies with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
upon and act with respect to all of the shares of Common Stock of the Company
standing in the name of the undersigned or with respect to which the
undersigned is entitled to vote and act, at the meeting and at any adjournment
thereof, and the undersigned directs that his proxy be voted as follows:
(a) Proposal to approve an amendment to Restated Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 25,000,000 to 60,000,000 and to increase the number of
authorized shares of Preferred Stock from 1,000,000 to 2,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(b) In the discretion of the proxies on any other matter that may properly
come before the meeting or any adjournment thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 10
(CONTINUED FROM OTHER SIDE)
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO ABOVE.
If more than one of the proxies named above shall be present in person or by
substitute at the meeting or any adjournment thereof, both of the proxies so
present and voting, either in person or by substitute, shall exercise all of
the proxies hereby given.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such Common Stock and hereby ratifies and confirms
all that the proxies, their substitutes, or any of them may lawfully do by
virtue hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
Dated:
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Please date this Proxy and sign your
name exactly as it appears hereon.
Where there is more than one owner, each
should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, the Proxy should be signed
by a duly authorized officer.
Please date, sign and mail this proxy
card in the enclosed envelope. No
postage is required.
