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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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APRIL 30, 1999
(Date of Report)
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14315 76-0127701
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7301 FAIRVIEW
HOUSTON, TEXAS 77041
(Address of principal executive offices)
(713) 466-7788
(Registrant's telephone number,
including area code)
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ITEM 5: OTHER EVENTS
As required by Rule 135c under the Securities Act of 1933, NCI
Building Systems, Inc. is filing with this Form 8-K as Exhibit 99 a press
release, which is incorporated into this Form 8-K by reference. The press
release relates to NCI's proposed private placement of $125 million of senior
subordinated notes due 2009. The press release was issued by NCI on April 15,
1999.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS. The following exhibits are filed with this Form 8-K:
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99 Press Release issued by NCI Building Systems, Inc. on
April 15, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NCI BUILDING SYSTEMS, INC.
(Registrant)
By: /s/ ROBERT J. MEDLOCK
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Robert J. Medlock, Executive Vice
President and Chief Financial Officer
Dated: April 30, 1999
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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99 Press Release issued by NCI Building Systems,
Inc. on April 15, 1999
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EXHIBIT 99
Contact: Robert J. Medlock
Executive Vice President and
Chief Financial Officer
(713) 466-7788
NCI BUILDING SYSTEMS PLANS PRIVATE PLACEMENT
OF $125 MILLION SENIOR SUBORDINATED NOTES DUE 2009
HOUSTON (APRIL 15, 1999) -- NCI Building Systems, Inc. (NYSE: NCS) today
announced that it plans to issue up to $125 million aggregate principal amount
of senior subordinated notes due 2009. NCI Building Systems intends to use the
net proceeds from the offering to repay bank debt.
The offering, which will be marketed to qualified institutional buyers under the
SEC's Rule 144A, is expected to be completed later this month.
The notes have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. After consummation of the
offering of the notes, the Company will be obligated to commence an exchange
offer pursuant to an effective registration statement or cause the resale of the
notes to be registered under the Securities Act.
NCI Building Systems, Inc. is one of North America's largest integrated
manufacturers of metal products for the non-residential building industry.
The Company operates 39 manufacturing and distribution facilities located in
17 states and Mexico.
SOME STATEMENTS CONTAINED IN THIS RELEASE ARE "FORWARD-LOOKING" STATEMENTS, AS
DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ACTUAL
PERFORMANCE OF THE COMPANY MAY DIFFER FROM THAT PROJECTED IN SUCH STATEMENTS AS
A RESULT OF FACTORS SUCH AS INDUSTRY CYCLICALITY AND SEASONALITY, ADVERSE
WEATHER CONDITIONS, FLUCTUATIONS IN CUSTOMER DEMAND AND ORDER PATTERNS, RAW
MATERIAL PRICING, COMPETITIVE ACTIVITY AND PRICING PRESSURE AND GENERAL ECONOMIC
CONDITIONS AFFECTING THE CONSTRUCTION INDUSTRY. INVESTORS SHOULD REFER TO
STATEMENTS REGULARLY FILED BY THE COMPANY IN ITS ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K, ITS QUARTERLY REPORTS TO THE SEC ON FORM
10-Q AND ITS CURRENT REPORTS TO THE SEC ON FORM 8-K AND OTHER FILINGS WITH THE
SEC FOR A DISCUSSION OF FACTORS WHICH COULD AFFECT THE COMPANY'S OPERATIONS AND
FORWARD-LOOKING STATEMENTS MADE IN THIS COMMUNICATION. THE COMPANY EXPRESSLY
DISCLAIMS ANY OBLIGATION TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN EXPECTATIONS.
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