<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1999
REGISTRATION NO. 333-80029
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3448 76-0127701
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
7301 FAIRVIEW
HOUSTON, TEXAS 77041
(713) 466-7788
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ROBERT J. MEDLOCK
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
7301 FAIRVIEW
HOUSTON, TEXAS 77041
(713) 466-7788
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
WITH A COPY TO:
RANDALL G. RAY, ESQ.
GARDERE & WYNNE, L.L.P.
1601 ELM STREET, SUITE 3000
DALLAS, TEXAS 75201-4761
(214) 999-4544
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated By-Laws provide that the directors and officers of the
Registrant shall be indemnified by the Registrant against certain liabilities
that those persons may incur in their capacities as directors or officers.
Furthermore, the Registrant's Restated Certificate of Incorporation eliminates
the liability of directors of the Registrant, under certain circumstances, to
the maximum extent permitted by the Delaware General Corporation Law.
The Note Purchase Agreement filed as Exhibit 10.18 hereto contains
reciprocal agreements of indemnity between the Registrant and the initial
purchasers of the securities offered hereby as to certain liabilities, including
liabilities under the Securities Act and in certain circumstances provides for
indemnification of the Registrant's directors and officers.
ITEM 21. EXHIBITS.
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3.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to
the Registrant's registration statement no. 33-45612 and incorporated by reference
herein)
3.2 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1.1 to the Registrant's registration statement no. 33-45612 and
incorporated by reference herein)
3.3 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1994 and incorporated by reference herein)
3.4 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 2.4 to the Registrant's registration statement on Form 8-A filed
with the Securities and Exchange Commission on July 20, 1998 and incorporated by
reference herein)
3.5 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1998 and incorporated by reference herein)
3.6 Amended and Restated By-Laws of the Registrant, as amended through February 5, 1992
(filed as Exhibit 3.2 to the Registrant's registration statement no. 33-45612 and
incorporated by reference herein)
*3.7 Amendment No. 1 to the Amended and Restated By-Laws of the Registrant
4.1 Form of certificate representing shares of Registrant's common stock (filed as
Exhibit 1 to the Registrant's registration statement on Form 8-A filed with the
Securities and Exchange Commission on July 20, 1998 and incorporated by reference
herein)
4.2 Credit Agreement, dated March 25, 1998 (the "Credit Agreement"), by and among the
Registrant, NationsBank, N.A. (as successor in interest to NationsBank of Texas,
N.A.), as administrative agent ("NationsBank"), NationsBanc Montgomery Securities
LLC, as arranger and syndication agent, UBS AG (as successor in interest to Swiss
Bank Corporation), as documentation agent ("UBS"), and the several lenders named
therein (filed as Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1998 and incorporated by reference herein)
</TABLE>
II-1
<PAGE>
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4.3 First Amendment to Credit Agreement, dated May 1, 1998, among the Registrant,
NationsBank, UBS and the parties named therein (filed as Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and incorporated by reference herein)
4.4 Second Amendment to Credit Agreement, dated May 5, 1998, among the Registrant,
NationsBank, UBS and the parties named therein (filed as Exhibit 4.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and incorporated by reference herein)
*4.5 Waiver, Consent and Third Amendment to Credit Agreement, dated May 5, 1999, among
the Registrant, NationsBank, UBS and the parties named therein
4.6 Master Assignment and Acceptance, dated as of May 6, 1998, among NationsBank, Swiss
Bank and the several lenders named therein (filed as Exhibit 4.6 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and incorporated by reference herein)
4.7 Facility A Notes (Revolving Credit), dated May 6, 1998, of the Registrant in favor
of lenders named therein (filed as Exhibit 4.7 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1998 and incorporated by reference
herein)
4.8 Facility B Notes (Term Loan), dated May 6, 1998, of the Registrant in favor of
lenders named therein (filed as Exhibit 4.8 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1998 and incorporated by reference
herein)
*4.9 Facility C Notes (364-day Revolving Facility), dated May 5, 1999, of the Registrant
in favor of lenders named therein
4.10 Guaranty, dated May 1, 1998, between NationsBank and A&S Building Systems,
L.P.(filed as Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.11 Guaranty, dated May 1, 1998, between NationsBank and NCI Building Systems,
L.P.(filed as Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.12 Guaranty, dated May 1, 1998, between NationsBank and NCI Holding Corp.(filed as
Exhibit 4.12 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1998 and incorporated by reference herein)
4.13 Guaranty, dated May 1, 1998, between NationsBank and NCI Operating Corp.(filed as
Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1998 and incorporated by reference herein)
4.14 Guaranty, dated May 1, 1998, between NationsBank and Metal Building Components
Holding, Inc.(filed as Exhibit 4.14 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1998 and incorporated by reference herein)
4.15 Guaranty, dated May 1, 1998, between NationsBank and Metal Coaters Holding,
Inc.(filed as Exhibit 4.15 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.16 Guaranty, dated May 1, 1998, between NationsBank and Metal Building Components,
L.P. (formerly MBCI Operating, L.P.)(filed as Exhibit 4.16 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.17 Guaranty, dated May 1, 1998, between NationsBank and Metal Coaters Operating,
L.P.(filed as Exhibit 4.17 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
</TABLE>
II-2
<PAGE>
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4.18 Guaranty, dated May 13, 1998, between NationsBank and Metal Coaters of California,
Inc.(filed as Exhibit 4.18 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.19 Pledge Agreement, dated May 1, 1998, between the Registrant and NationsBank (filed
as Exhibit 4.19 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1998 and incorporated by reference herein)
4.20 Pledge Agreement, dated May 1, 1998, between NCI Holding Corp. and NationsBank
(filed as Exhibit 4.20 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.21 Pledge Agreement, dated May 13, 1998, between the Metal Coaters Holding, Inc. and
NationsBank (filed as Exhibit 4.21 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1998 and incorporated by reference herein)
4.22 Assignment of Partnership Interests, dated May 1, 1998, between NCI Operating Corp.
and NationsBank (filed as Exhibit 4.22 to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 31, 1998 and incorporated by reference
herein)
4.23 Assignment of Partnership Interests, dated May 1, 1998, between NCI Holding Corp.
and NationsBank (filed as Exhibit 4.23 to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 31, 1998 and incorporated by reference
herein)
4.24 Assignment of Partnership Interests, dated May 1, 1998, between Metal Building
Components Holding, Inc. and NationsBank (filed as Exhibit 4.24 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.25 Assignment of Partnership Interests, dated May 1, 1998, between Metal Coaters
Holding, Inc. and NationsBank (filed as Exhibit 4.25 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1998 and incorporated by
reference herein)
4.26 Promissory Note, dated May 5, 1998, of NCI Holding Corp. in favor of the Registrant
(filed as Exhibit 4.26 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.27 Note Pledge Agreement, dated May 5, 1998, between the Registrant and NationsBank
(filed as Exhibit 4.27 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.28 Loan Agreement "A," dated September 1, 1991, between the City of Mattoon and the
Registrant (filed as Exhibit 4.11 to the Registrant's registration statement no.
33-45612 and incorporated by reference herein)
4.29 $250,000 Promissory Note A, dated October 31, 1991, in favor of the City of Mattoon
executed by the Registrant (filed as Exhibit 4.12 to the Registrant's registration
statement no. 33-45612 and incorporated by reference herein)
4.30 Loan Agreement "B," dated September 1, 1991, between the City of Mattoon and the
Registrant (filed as Exhibit 4.13 to the Registrant's registration statement no.
33-45612 and incorporated by reference herein)
4.31 $250,000 Promissory Note B, dated January 20, 1992, in favor of the City of Mattoon
executed by the Registrant (filed as Exhibit 4.14 to the Registrant's registration
statement no. 33-45612 and incorporated by reference herein)
4.32 Stock Retention and Registration Agreement, dated November 13, 1995, by and between
the Registrant, Doors & Building Components, Inc., and David B. Curtis (filed as
Exhibit 4.14 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995, and incorporated by reference herein)
</TABLE>
II-3
<PAGE>
<TABLE>
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4.33 7% Convertible Subordinated Debenture dated April 1, 1996, Due April 1, 2001,
between NCI Building Systems, Inc. and John T. Eubanks (filed as Exhibit 4.15 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31,
1996, and incorporated by reference herein)
4.34 Rights Agreement, dated June 24, 1998, between the Registrant and Harris Trust and
Savings Bank (filed as Exhibit 2 to the Registrant's registration statement on Form
8-A and incorporated by reference herein)
*5.1 Legal Opinion of Gardere & Wynne, L.L.P., regarding the legality of securities
being registered
10.1 Employment Agreement, dated April 10, 1989, between the Registrant and Johnie
Schulte, Jr. (filed as Exhibit 10.1 to the Registrant's registration statement no.
33-45612 and incorporated by reference herein)
10.2 Amendment to Employment Agreement, dated February 21, 1992, between the Registrant
and Johnie Schulte, Jr. (filed as Exhibit 10.1.1 to the Registrant's registration
statement no. 33-45612 and incorporated by reference herein)
10.3 Amended and Restated Bonus Program, as amended and restated on December 11, 1998
(filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
10.4 Amended and Restated Nonqualified Stock Option Plan, as amended and restated on
December 12, 1996 (filed as Exhibit 10.4 to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 31, 1998 and incorporated by reference
herein)
10.5 Form of Employee Stock Option Agreement (filed as Exhibit 4.3 to the Registrant's
registration statement no. 33-52080 and incorporated by reference herein)
10.6 Form of Director Stock Option Agreement (filed as Exhibit 4.4 to the Registrant's
registration statement no. 33-52080 and incorporated by reference herein)
10.7 401(k) Profit Sharing Plan (filed as Exhibit 4.1 to the Registrant's registration
statement no. 33-52078 and incorporated by reference herein)
10.8 Form of Metallic Builder Agreement (filed as Exhibit 10.10 to the Registrant's
registration statement no. 33-45612 and incorporated by reference herein)
10.9 Form of A&S Builder Agreement (filed as Exhibit 10.17 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1992 and incorporated by
reference herein)
10.10 Purchase Agreement, dated September 7, 1994, between NCI Building Systems, L.P.,
Ellis Building Components, Inc., Tony Ellis and Ronald Ellis (filed as Exhibit 2.1
to the Registrant's Current Report on Form 8-K dated October 14, 1994 and
incorporated by reference herein)
10.11 Amendment to Purchase Agreement, dated October 14, 1994, between NCI Building
Systems, L.P., Ellis Building Components, Inc., Tony Ellis and Ronald Ellis (filed
as Exhibit 2.2 to the Registrant's Current Report on Form 8-K dated October 14,
1994 and incorporated by reference herein)
10.12 Form of Mesco Metal Buildings Agreement (filed as Exhibit 4.13 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1996 and
incorporated by reference herein)
10.13 Asset Purchase Agreement, dated October 13, 1995, by and among Doors & Building
Components, Inc., David B. Curtis, DBCI Acquisition Corp. and the Registrant (filed
as Exhibit 2 to the Registrant's Current Report on Form 8-K dated November 13, 1995
and incorporated by reference herein)
</TABLE>
II-4
<PAGE>
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10.14 Asset Purchase Agreement, dated April 1, 1996, by and among Anderson Industries,
Inc., Charles W. Anderson, Thomas L. Anderson, Jr., John T. Eubanks, Robert K.
Landon, NCI Building Systems, L.P. and the Registrant (filed as Exhibit 2 to the
Registrant's Current Report on Form 8-K dated April 1, 1996 and incorporated by
reference herein)
10.15 Employment Agreement, dated April 1, 1996, between the Registrant and John T.
Eubanks (filed as Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1997 and incorporated by reference herein)
10.16 Stock Purchase Agreement, dated March 25, 1998, by and among BTR Australia Limited
and the Registrant, and joined therein for certain purposes by BTR plc (filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated May 19, 1998 and
incorporated by reference herein)
10.17 Letter Agreement, dated May 4, 1998, by and among the Registrant, BTR Australia
Limited and BTR plc, amending the Stock Purchase Agreement (filed as Exhibit 2.2 to
the Registrant's Current Report on Form 8-K dated May 19, 1998 and incorporated by
reference herein)
*10.18 Note Purchase Agreement, dated April 30, 1999, by and among the Registrant, the
guarantors named therein, Warburg Dillon Read LLC, Montgomery NationsBanc
Securities LLC, First Union Capital Markets Corp. and Bear, Stearns & Co. Inc.
*10.19 Registration Rights Agreement, dated May 5, 1999, by and among the Registrant, the
guarantors named therein, Warburg Dillon Read LLC, Montgomery NationsBanc
Securities LLC, First Union Capital Markets Corp. and Bear, Stearns & Co. Inc.
*10.20 Indenture, dated May 5, 1999, by and among the Registrant, the guarantors named
therein and Harris Trust Company of New York
21.1 List of Subsidiaries (filed as Exhibit 21 to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 31, 1998 and incorporated by reference
herein)
*23.1 Consent of Independent Auditors
*23.2 Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
*24.1 Power of Attorney (set forth on page II-7)
**25.1 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee on Form T-1 of Bank of Montreal Trust Company
*99.1 Letter of Transmittal and Notice of Guaranteed Delivery
</TABLE>
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* Previously filed.
** Filed herewith.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and this offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-5
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(3) That insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(4) To respond to requests for information that is incorporated herein by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registrations statement when it
became effective.
(6) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefits plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on the 9th day of June, 1999.
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NCI BUILDING SYSTEMS, INC.
By: /s/ JOHNIE SCHULTE
-----------------------------------------
Johnie Schulte,
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons and in the capacities
indicated on the 9th day of June, 1999.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S>
Chief Executive Officer
/s/ JOHNIE SCHULTE and Director
- ------------------------------ (principal executive
Johnie Schulte officer)
Executive Vice President,
* Chief Financial Officer
- ------------------------------ and Director
Robert J. Medlock (principal financial and
accounting officer)
*
- ------------------------------ Director
Thomas C. Arnett
*
- ------------------------------ Director
William D. Breedlove
*
- ------------------------------ Director
Gary L. Forbes
*
- ------------------------------ Director, President and
A.R. Ginn Chief Operating Officer
* Director and Executive
- ------------------------------ Vice President,
Kenneth W. Maddox Administration
*
- ------------------------------ Director
Robert N. McDonald
*
- ------------------------------ Director
C.A. Rundell, Jr.
*
- ------------------------------ Director
Daniel D. Zabcik
</TABLE>
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*By: /s/ JOHNIE SCHULTE
------------------------
Johnie Schulte
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
3.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's
registration statement no. 33-45612 and incorporated by reference herein)
3.2 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant (filed as Exhibit
3.1.1 to the Registrant's registration statement no. 33-45612 and incorporated by reference herein)
3.3 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant (filed as Exhibit
3.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1994 and
incorporated by reference herein)
3.4 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant (filed as Exhibit
2.4 to the Registrant's registration statement on Form 8-A filed with the Securities and Exchange
Commission on July 20, 1998 and incorporated by reference herein)
3.5 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant (filed as Exhibit
3.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
3.6 Amended and Restated By-Laws of the Registrant, as amended through February 5, 1992 (filed as Exhibit
3.2 to the Registrant's registration statement no. 33-45612 and incorporated by reference herein)
*3.7 Amendment No. 1 to the Amended and Restated By-Laws of the Registrant
4.1 Form of certificate representing shares of Registrant's common stock (filed as Exhibit 1 to the
Registrant's registration statement on Form 8-A filed with the Securities and Exchange Commission on
July 20, 1998 and incorporated by reference herein)
4.2 Credit Agreement, dated March 25, 1998 (the "Credit Agreement"), by and among the Registrant,
NationsBank, N.A. (as successor in interest to NationsBank of Texas, N.A.), as administrative agent
("NationsBank"), NationsBanc Montgomery Securities LLC, as arranger and syndication agent, UBS AG (as
successor in interest to Swiss Bank Corporation), as documentation agent ("UBS"), and the several
lenders named therein (filed as Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.3 First Amendment to Credit Agreement, dated May 1, 1998, among the Registrant, NationsBank, UBS and the
parties named therein (filed as Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
4.4 Second Amendment to Credit Agreement, dated May 5, 1998, among the Registrant, NationsBank, UBS and the
parties named therein (filed as Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998 and incorporated by reference herein)
*4.5 Waiver, Consent and Third Amendment to Credit Agreement, dated May 5, 1999, among the Registrant,
NationsBank, UBS and the parties named therein
4.6 Master Assignment and Acceptance, dated as of May 6, 1998, among NationsBank, Swiss Bank and the
several lenders named therein (filed as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1998 and incorporated by reference herein)
4.7 Facility A Notes (Revolving Credit), dated May 6, 1998, of the Registrant in favor of lenders named
therein (filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998 and incorporated by reference herein)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<C> <S>
4.8 Facility B Notes (Term Loan), dated May 6, 1998, of the Registrant in favor of lenders named therein
(filed as Exhibit 4.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October
31, 1998 and incorporated by reference herein)
*4.9 Facility C Notes (364-day Revolving Facility), dated May 5, 1999, of the Registrant in favor of lenders
named therein
4.10 Guaranty, dated May 1, 1998, between NationsBank and A&S Building Systems, L.P.(filed as Exhibit 4.10
to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.11 Guaranty, dated May 1, 1998, between NationsBank and NCI Building Systems, L.P.(filed as Exhibit 4.11
to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.12 Guaranty, dated May 1, 1998, between NationsBank and NCI Holding Corp.(filed as Exhibit 4.12 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and incorporated by
reference herein)
4.13 Guaranty, dated May 1, 1998, between NationsBank and NCI Operating Corp.(filed as Exhibit 4.13 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and incorporated by
reference herein)
4.14 Guaranty, dated May 1, 1998, between NationsBank and Metal Building Components Holding, Inc.(filed as
Exhibit 4.14 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and incorporated by reference herein)
4.15 Guaranty, dated May 1, 1998, between NationsBank and Metal Coaters Holding, Inc.(filed as Exhibit 4.15
to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.16 Guaranty, dated May 1, 1998, between NationsBank and Metal Building Components, L.P. (formerly MBCI
Operating, L.P.)(filed as Exhibit 4.16 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1998 and incorporated by reference herein)
4.17 Guaranty, dated May 1, 1998, between NationsBank and Metal Coaters Operating, L.P.(filed as Exhibit
4.17 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.18 Guaranty, dated May 13, 1998, between NationsBank and Metal Coaters of California, Inc.(filed as
Exhibit 4.18 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and incorporated by reference herein)
4.19 Pledge Agreement, dated May 1, 1998, between the Registrant and NationsBank (filed as Exhibit 4.19 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and incorporated
by reference herein)
4.20 Pledge Agreement, dated May 1, 1998, between NCI Holding Corp. and NationsBank (filed as Exhibit 4.20
to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.21 Pledge Agreement, dated May 13, 1998, between the Metal Coaters Holding, Inc. and NationsBank (filed as
Exhibit 4.21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and incorporated by reference herein)
4.22 Assignment of Partnership Interests, dated May 1, 1998, between NCI Operating Corp. and NationsBank
(filed as Exhibit 4.22 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October
31, 1998 and incorporated by reference herein)
4.23 Assignment of Partnership Interests, dated May 1, 1998, between NCI Holding Corp. and NationsBank
(filed as Exhibit 4.23 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October
31, 1998 and incorporated by reference herein)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
4.24 Assignment of Partnership Interests, dated May 1, 1998, between Metal Building Components Holding, Inc.
and NationsBank (filed as Exhibit 4.24 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1998 and incorporated by reference herein)
4.25 Assignment of Partnership Interests, dated May 1, 1998, between Metal Coaters Holding, Inc. and
NationsBank (filed as Exhibit 4.25 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1998 and incorporated by reference herein)
4.26 Promissory Note, dated May 5, 1998, of NCI Holding Corp. in favor of the Registrant (filed as Exhibit
4.26 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.27 Note Pledge Agreement, dated May 5, 1998, between the Registrant and NationsBank (filed as Exhibit 4.27
to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
4.28 Loan Agreement "A," dated September 1, 1991, between the City of Mattoon and the Registrant (filed as
Exhibit 4.11 to the Registrant's registration statement no. 33-45612 and incorporated by reference
herein)
4.29 $250,000 Promissory Note A, dated October 31, 1991, in favor of the City of Mattoon executed by the
Registrant (filed as Exhibit 4.12 to the Registrant's registration statement no. 33-45612 and
incorporated by reference herein)
4.30 Loan Agreement "B," dated September 1, 1991, between the City of Mattoon and the Registrant (filed as
Exhibit 4.13 to the Registrant's registration statement no. 33-45612 and incorporated by reference
herein)
4.31 $250,000 Promissory Note B, dated January 20, 1992, in favor of the City of Mattoon executed by the
Registrant (filed as Exhibit 4.14 to the Registrant's registration statement no. 33-45612 and
incorporated by reference herein)
4.32 Stock Retention and Registration Agreement, dated November 13, 1995, by and between the Registrant,
Doors & Building Components, Inc., and David B. Curtis (filed as Exhibit 4.14 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1995, and incorporated by reference
herein)
4.33 7% Convertible Subordinated Debenture dated April 1, 1996, Due April 1, 2001, between NCI Building
Systems, Inc. and John T. Eubanks (filed as Exhibit 4.15 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1996, and incorporated by reference herein)
4.34 Rights Agreement, dated June 24, 1998, between the Registrant and Harris Trust and Savings Bank (filed
as Exhibit 2 to the Registrant's registration statement on Form 8-A and incorporated by reference
herein)
*5.1 Legal Opinion of Gardere & Wynne, L.L.P., regarding the legality of securities being registered
10.1 Employment Agreement, dated April 10, 1989, between the Registrant and Johnie Schulte, Jr. (filed as
Exhibit 10.1 to the Registrant's registration statement no. 33-45612 and incorporated by reference
herein)
10.2 Amendment to Employment Agreement, dated February 21, 1992, between the Registrant and Johnie Schulte,
Jr. (filed as Exhibit 10.1.1 to the Registrant's registration statement no. 33-45612 and incorporated
by reference herein)
10.3 Amended and Restated Bonus Program, as amended and restated on December 11, 1998 (filed as Exhibit 10.3
to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 and
incorporated by reference herein)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
10.4 Amended and Restated Nonqualified Stock Option Plan, as amended and restated on December 12, 1996
(filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October
31, 1998 and incorporated by reference herein)
10.5 Form of Employee Stock Option Agreement (filed as Exhibit 4.3 to the Registrant's registration
statement no. 33-52080 and incorporated by reference herein)
10.6 Form of Director Stock Option Agreement (filed as Exhibit 4.4 to the Registrant's registration
statement no. 33-52080 and incorporated by reference herein)
10.7 401(k) Profit Sharing Plan (filed as Exhibit 4.1 to the Registrant's registration statement no.
33-52078 and incorporated by reference herein)
10.8 Form of Metallic Builder Agreement (filed as Exhibit 10.10 to the Registrant's registration statement
no. 33-45612 and incorporated by reference herein)
10.9 Form of A&S Builder Agreement (filed as Exhibit 10.17 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1992 and incorporated by reference herein)
10.10 Purchase Agreement, dated September 7, 1994, between NCI Building Systems, L.P., Ellis Building
Components, Inc., Tony Ellis and Ronald Ellis (filed as Exhibit 2.1 to the Registrant's Current Report
on Form 8-K dated October 14, 1994 and incorporated by reference herein)
10.11 Amendment to Purchase Agreement, dated October 14, 1994, between NCI Building Systems, L.P., Ellis
Building Components, Inc., Tony Ellis and Ronald Ellis (filed as Exhibit 2.2 to the Registrant's
Current Report on Form 8-K dated October 14, 1994 and incorporated by reference herein)
10.12 Form of Mesco Metal Buildings Agreement (filed as Exhibit 4.13 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1996 and incorporated by reference herein)
10.13 Asset Purchase Agreement, dated October 13, 1995, by and among Doors & Building Components, Inc., David
B. Curtis, DBCI Acquisition Corp. and the Registrant (filed as Exhibit 2 to the Registrant's Current
Report on Form 8-K dated November 13, 1995 and incorporated by reference herein)
10.14 Asset Purchase Agreement, dated April 1, 1996, by and among Anderson Industries, Inc., Charles W.
Anderson, Thomas L. Anderson, Jr., John T. Eubanks, Robert K. Landon, NCI Building Systems, L.P. and
the Registrant (filed as Exhibit 2 to the Registrant's Current Report on Form 8-K dated April 1, 1996
and incorporated by reference herein)
10.15 Employment Agreement, dated April 1, 1996, between the Registrant and John T. Eubanks (filed as Exhibit
10.19 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1997 and
incorporated by reference herein)
10.16 Stock Purchase Agreement, dated March 25, 1998, by and among BTR Australia Limited and the Registrant,
and joined therein for certain purposes by BTR plc (filed as Exhibit 2.1 to the Registrant's Current
Report on Form 8-K dated May 19, 1998 and incorporated by reference herein)
10.17 Letter Agreement, dated May 4, 1998, by and among the Registrant, BTR Australia Limited and BTR plc,
amending the Stock Purchase Agreement (filed as Exhibit 2.2 to the Registrant's Current Report on Form
8-K dated May 19, 1998 and incorporated by reference herein)
*10.18 Note Purchase Agreement, dated April 30, 1999, by and among the Registrant, the guarantors named
therein, Warburg Dillon Read LLC, Montgomery NationsBanc Securities LLC, First Union Capital Markets
Corp. and Bear, Stearns & Co. Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<C> <S>
*10.19 Registration Rights Agreement, dated May 5, 1999, by and among the Registrant, the guarantors named
therein, Warburg Dillon Read LLC, Montgomery NationsBanc Securities LLC, First Union Capital Markets
Corp. and Bear, Stearns & Co. Inc.
*10.20 Indenture, dated May 5, 1999, by and among the Registrant, the guarantors named therein and Harris
Trust Company of New York
21.1 List of Subsidiaries (filed as Exhibit 21 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1998 and incorporated by reference herein)
*23.1 Consent of Independent Auditors
*23.2 Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
*24.1 Power of Attorney (set forth on page II-7)
**25.1 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as
Trustee on Form T-1 of Bank of Montreal Trust Company
*99.1 Letter of Transmittal and Notice of Guaranteed Delivery
</TABLE>
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* Previously filed.
** Filed herewith.
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility
of a trustee Pursuant to Section 305(b)____
BANK OF MONTREAL TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
New York 13-4941093
(JURISDICTION OF INCORPORATION OR ORGANIZATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
Wall Street Plaza
88 Pine Street
New York, New York 10005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Mark F. McLaughlin
Bank of Montreal Trust Company
Wall Street Plaza
88 Pine Street, New York, New York 10005
(212) 701-7602
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------------------------------
NCI BUILDING SYSTEMS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
Delaware 76-0127701
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7301 Fairview
Houston, TX 77041
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------------------------------
Senior Subordinated Notes due 2009
(TITLE OF THE INDENTURE SECURITIES)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
-2-
ITEM 1. GENERAL INFORMATION.
Furnished the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
State of New York Banking Department
2 Rector Street, New York, N.Y. 10006
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
ITEM 16. LIST OF EXHIBITS.
Listed below all exhibits filed as part of this statement of
eligibility.
Exhibit 1 - Copy of Organization Certificate of Bank of Montreal
Trust Company business and exercise corporate trust
powers; incorporated herein by reference as Exhibit "A"
filed with Form T-1 Statement, Registration No. 33-46118.
Exhibit 4 - Copy of the existing By-Laws of Bank of Montreal Trust
Company; incorporated herein by reference as Exhibit "B"
with Form T-1 Statement, Registration No. 33-80928.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Act; incorporated herein by reference as Exhibit "C"
with Form T-1 Statement, Registration No. 33-46118.
Exhibit 7 - A copy of the latest report of condition of Bank of
Montreal Trust Company published pursuant to law or the
requirements of its supervising or examining authority,
attached hereto as Exhibit "D".
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Bank of Montreal Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 7th
day of June, 1999.
BANK OF MONTREAL TRUST COMPANY
By: /s/ Amy S. Roberts
------------------------------------
Amy S. Roberts
Vice President
<PAGE>
EXHIBIT "D"
STATEMENT OF CONDITION
BANK OF MONTREAL TRUST COMPANY
NEW YORK
----------------------------------------
<TABLE>
<S> <C>
ASSETS
Due From Banks $ 677,400
-------------
Investment Securities:
State & Municipal 16,513,582
Other 100
-------------
TOTAL SECURITIES 16,513,682
Loans and Advances
Federal Funds sold 20,900,000
Overdrafts 12,169
-------------
TOTAL LOANS AND ADVANCES 20,912,169
Investment in Harris Trust, NY 8,725,608
Premises and Equipment 475,614
Other Assets 2,636,845
-------------
11,838,067
-------------
TOTAL ASSETS $ 49,941,318
-------------
-------------
LIABILITIES
Trust Deposits $ 8,191,549
Other Liabilities 16,944,443
-------------
TOTAL LIABILITIES 25,135,992
CAPITAL ACCOUNTS
Capitol Stock, Authorized, Issued and
Fully Paid - 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 19,605,350
Equity - Municipal Gain/Loss (22,212)
-------------
TOTAL CAPITAL ACCOUNTS 24,805,326
-------------
TOTAL LIABILITIES
AND CAPITAL ACCOUNTS $ 49,941,318
-------------
-------------
</TABLE>
I, Mark F. McLaughlin, Vice President, of the above-named bank do
hereby declare that this Report of Condition is true and correct to the best
of my knowledge and belief.
Mark F. McLaughlin
June 30, 1998
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined
by us, and to the best of our knowledge and belief has been prepared in
conformance with the instructions and is true and correct.
Sanjiv Tandon
Kevin O. Healy
Steven R. Rothbloom
