<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ABT Building Products Corporation
- - --------------------------------------------------------------------------------
(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):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
ABT BUILDING PRODUCTS CORPORATION
LOGO One Neenah Center
Suite 600
Neenah, WI 54956-3070
(414) 751-8611 FAX (414) 751-0370
GEORGE T. BROPHY
CHAIRMAN, PRESIDENT & CEO
March 21, 1997
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
ABT Building Products Corporation, which will be held on Wednesday, April
30, 1997, at 10:00 A.M. Eastern Time, at the Company's Fiber Cement Facility
located at Highway 268, Roaring River, North Carolina.
The Proxy Statement that accompanies this letter describes the matters
that will be presented at the meeting. In addition to the election of
directors, shareholders are being asked ratify the appointment of Arthur
Andersen LLP as independent auditors of the Company.
Please review the Proxy Statement and promptly mark, sign and date the
enclosed proxy card and return it in the enclosed envelope. The vote of each
shareholder is important to the Board of Directors.
Thank you for your time and interest in our Company.
Very truly yours,
ABT Building Products Corporation
/s/ George T. Brophy
George T. Brophy
Chairman, President & CEO
<PAGE>
ABT BUILDING PRODUCTS CORPORATION
ONE NEENAH CENTER
NEENAH, WISCONSIN 54956
(414) 751-8611
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 1997
Please take notice that the Annual Meeting of Shareholders of ABT Building
Products Corporation (the "Company") will be held in the Conference Room of
the Company's Fiber Cement Facility in Roaring River, North Carolina, on
Wednesday, April 30, 1997, at 10:00 A.M. for the following purposes:
1. To elect seven directors to serve until the next Annual Meeting of
Shareholders;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the coming year; and
3. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
In accordance with the provisions of the Bylaws, the Board of Directors has
fixed the close of business on March 7, 1997, as the record date for the
determination of the holders of Common Stock entitled to notice of and to vote
at the Annual Meeting. A list of shareholders entitled to vote at the Annual
Meeting will be available for inspection by any shareholder, for any purpose
germane to the meeting, at the Company's principal executive offices at the
address set forth above during the ten days prior to the date of the Annual
Meeting.
By order of the Board of Directors,
/s/ Michael A. Lupo
Michael A. Lupo
Secretary
Neenah, Wisconsin
March 21, 1997
<PAGE>
ABT BUILDING PRODUCTS CORPORATION
ONE NEENAH CENTER
NEENAH, WISCONSIN
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
APRIL 30, 1997
This proxy statement relates to the solicitation of proxies by the Board of
Directors of the Company in connection with the Company's Annual Meeting of
Shareholders to be held on April 30, 1997 at the Company's Fiber Cement
Facility located in Roaring River, North Carolina. The presence, in person or
by proxy, of the holders of at least one-third of the Company's outstanding
Common Stock is required to constitute a quorum at the Annual Meeting. Only
shareholders of record as of the close of business on March 7, 1997 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, there were a total of 10,526,160 shares of the Company's
Common Stock outstanding, each of which is entitled to one vote at the Annual
Meeting. This proxy statement is first being sent or given to shareholders on
or about March 21, 1997.
The affirmative vote of the holders of a majority of the shares of Common
Stock present or represented at the Annual Meeting and constituting a quorum
is required for the election of directors and for the ratification of
appointment of the Company's auditors. Unless a contrary direction is
indicated, all proxies received will be voted in favor of the nominees for
director listed and in favor of ratification of appointment of auditors.
Any shareholder has the power to revoke his or her proxy prior to its
exercise either by revoking the proxy in person at the Annual Meeting, by
executing a later dated proxy or by delivering a signed, written notice of
revocation to the office of the Secretary of the Company before the Annual
Meeting begins. Solicitation of the proxies may be made through officers and
regular employees of the Company by telephone or by oral communication. No
additional compensation will be paid to such officers and regular employees
for proxy solicitations. Expenses incurred in the solicitation of proxies will
be borne by the Company.
MATTERS TO BE ACTED UPON
1. ELECTION OF DIRECTORS
Pursuant to the Bylaws of the Company, the Board of Directors has determined
that the number of directors constituting the full Board of Directors shall be
seven. Proxies are solicited in favor of the seven nominees named on the
following page, and it is intended that all proxies received will be voted for
such nominees unless a contrary direction is indicated. In the event that any
of the nominees should become unable or unwilling to serve as a director, it
is intended that the proxies will be voted for the election of such other
person, if any, as shall be designated by the Board of Directors. It is not
anticipated that any of the nominees will be unable or unwilling to serve as a
director. Each director so elected will serve until the next Annual Meeting of
Shareholders or until a successor is elected and shall qualify.
INFORMATION REGARDING NOMINEES
A brief statement of the business experience and positions with the Company
for the past five years, a listing of certain other directorships, and the
ages (as of February 28, 1997) of each person nominated to become a director
of the Company are set forth on the following page. There are no family
relationships between any of the directors, nominees and executive officers of
the Company nor any arrangement or understanding between any director or
nominee and any other person pursuant to which such person was or is to be
selected as a director or nominee.
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND OTHER INFORMATION
- - --------------------------------------------------------------------------------
<S> <C>
George T. Brophy........... Mr. Brophy has been Chairman, President and Chief
Executive Officer of the Company since October
1992. From 1983 to 1988, Mr. Brophy was President,
Chief Executive Officer and a director of Morgan
Products Ltd., a building products company, and was
a private business consultant from 1988 to 1992.
From 1966 to 1980, Mr. Brophy served in various
positions at Masonite Corporation, including
Executive Vice President and Chief Operating
Officer. Mr. Brophy is also a director of Banta
Corporation, a printing company. Age 62. Director
since October 1992.
Warner C. Frazier.......... Mr. Frazier has been Chairman and Chief Executive
Officer of Simplicity Manufacturing, Inc., a
manufacturer of outdoor power equipment, since
March 1988. Mr. Frazier is also director of
Northwestern Steel and Wire Company, a manufacturer
of steel and wire products ("Northwestern"), and of
Rexworks, Inc., a manufacturer of landfill
compactors. Age 64. Director since October 1993.
Samuel P. Frieder.......... Mr. Frieder joined Kohlberg & Co. in 1989 and was
named a principal in 1995. Age 32. Director since
April 1993.
James A. Kohlberg.......... Mr. Kohlberg has been a principal of Kohlberg & Co.
since 1987. Mr. Kohlberg is also a director of
Northwestern. Age 39. Director since October 1992.
W. Dexter Paine, III....... Mr. Paine has been a principal of Kohlberg & Co.
since March 1994. From 1987 to 1994, he was
managing director of Robertson Stephens & Company,
an investment banking firm. Age 36. Director since
February 1996.
George W. Peck IV.......... Mr. Peck has been a principal of Kohlberg & Co.
since 1987. Mr. Peck is also a director of ABC Rail
Products Corporation, a manufacturer of specialty
trackwork and other rail products; The Lion
Brewery, Inc., a producer and bottler of brewed
beverages, including specialty beers and specialty
soft drinks; and of Northwestern. Age 65. Director
since October 1992.
Nelson J. Rohrbach......... Mr. Rohrbach has been a consultant since January
1996. From March 1994 to December 1995, Mr.
Rohrbach was President and Chief Executive Officer
of Cleo, Inc., a manufacturer of gift wrap and
accessories. From 1989 to 1994, Mr. Rohrbach was
President and Chief Executive Officer of The Paper
Factory of Wisconsin, Inc., a chain of retail party
stores. Age 56. Director since October 1993.
</TABLE>
2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Audit Committee and the Board of Directors have approved appointment of
the firm of Arthur Andersen LLP to perform the audit of the financial
statements of the Company and its subsidiaries for the fiscal year ending
December 31, 1997. Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting and will have the opportunity to make statements
if they desire and will be available to respond to appropriate questions.
2
<PAGE>
3. OTHER BUSINESS
The Board of Directors does not know of any other business to be presented
at the Annual Meeting; however, if any other matters properly come before the
meeting, it is intended that the persons named in the enclosed form of proxy
will vote said proxy in accordance with their best judgment.
DIRECTORS MEETINGS AND COMPENSATION
The Board of Directors held four meetings during the year ended December 31,
1996. Each of the Company's incumbent directors participated in more than 75%
of the meetings of the board and of each committee of the board on which such
person served during such year. Messrs. Frazier and Rohrbach receive a
retainer of $12,000 per annum plus $1,000 for each day on which a board and/or
committee meeting is attended. All directors are reimbursed for expenses
incurred in connection with attendance at meetings.
The Board of Directors has established an Executive Committee, an Audit
Committee and a Compensation Committee. The Executive Committee, which
consists of Messrs. Brophy, Frieder and Kohlberg, generally exercises the
powers of the Board of Directors when the board is not in session, subject to
the limitations of Delaware law, and has the ability to approve expenditures
of up to $1.0 million. The Audit Committee, which currently consists of
Messrs. Rohrbach, Frieder and Frazier, oversees actions taken by the Company's
independent auditors and recommends the engagement of auditors. The
Compensation Committee, which currently consists of Messrs. Peck, Rohrbach and
Frieder, approves the compensation of executives of the Company, makes
recommendations to the Board of Directors with respect to standards for
setting compensation levels and administers the Company's incentive plans.
During 1996, the Executive Committee held four meetings, the Audit Committee
held one meeting and the Compensation Committee held two meetings.
CERTAIN RELATIONSHIPS
Kohlberg & Co. receives an annual management fee of $95,000 from the Company
and will continue to receive such fee through the earlier of (i) October 20,
2002 or (ii) the end of the fiscal year in which the aggregate percentage
ownership of the Common Stock by affiliates of Kohlberg & Co. falls below 20%.
Currently, affiliates of Kohlberg & Co. own 41.1% of outstanding Common Stock
of the Company.
Warner C. Frazier, a director since October 1993, is Chairman and Chief
Executive Officer of Simplicity Manufacturing, Inc. An affiliate of Kohlberg &
Co. holds a majority interest in Simplicity.
3
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following summary compensation table reflects individual compensation
information for the Company's Chief Executive Officer and the four other most
highly compensated executives of the Company (the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION (1) OPTIONS/SARS COMPENSATION (2)
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George T. Brophy........ 1996 $379,186 $379,186 $124,122 -- $ --
(Chairman and CEO) 1995 350,016 -- 104,553 65,000 --
1994 350,016 110,573 107,679 25,000 --
William J. Adams........ 1996 $180,024 $180,024 $ 1,734 -- $ --
(Executive Vice
President) 1995 150,016 -- 571 50,000 11,370
1994 127,360 92,262 2,003 15,000 18,524
J. Phillipe Latreille... 1996 $165,000 $165,000 $ -- -- $ --
(Executive Vice
President) 1995 150,000 -- -- 50,000 --
1994 150,000 124,347 3,420 25,000 --
Michael A. Lupo......... 1996 $185,016 $185,016 $ 1,009 -- $ --
(Executive Vice
President) 1995 165,000 -- 821 50,000 --
1994 165,000 52,125 8,850 25,000 --
Richard E. Parker....... 1996 $185,016 $185,016 $ 5,286 -- $ --
(Executive Vice Presi-
dent) 1995 165,000 12,621 3,668 50,000 --
1994 165,000 97,061 5,187 25,000 8,217
</TABLE>
- - --------
(1) Includes personal use of auto, tax gross-ups on amounts included in
taxable compensation (other than salary or bonuses) and $100,000 annual
payment to Mr. Brophy.
(2) Represents moving expense reimbursement paid to Messrs. Adams and Parker.
The Company has entered into an employment agreement (as amended) with Mr.
Brophy providing for his employment as the Company's Chairman, President and
Chief Executive Officer until the earlier of (i) termination by the Company's
Board of Directors, (ii) Mr. Brophy's death or disability, (iii) January 1,
2000, or (iv) 180 days after notice from Mr. Brophy of his resignation. Mr.
Brophy's agreement provides for an annual salary of not less than $250,000
(currently $420,000) plus an annual payment of $100,000 to be made on January
1 of each year through January 1, 2000. In the event that Mr. Brophy's
employment is terminated without cause (as defined) or by reason of death or
disability, Mr. Brophy is entitled to receive a lump sum payment equal to the
greater of $250,000 or the amount payable under the Company's executive
severance plan described below within 90 days of such termination and $100,000
on each January 1 following such termination through January 1, 2000. The
agreement also provides a two-year non-competition agreement following Mr.
Brophy's termination of employment for any reason.
BONUS PLAN
Each of the named executive officers and other key personnel participate in
an executive/management bonus plan (the "Bonus Plan") providing for annual
bonus awards contingent upon achievement of certain performance targets based
on earnings before interest and taxes on both a Company-wide basis and on a
separate basis for the Company's various operations. Participants are divided
into four tiers of participation designed to reflect each participant's sphere
of responsibility within the Company. An individual participant's bonus is
determined as a percentage of base salary (not to exceed 100% effective as of
1994) based upon (i) the relevant performance target(s) achieved, (ii) the
employee's participation tier and (iii) the weighting given to the relevant
performance targets. Bonus amounts are prorated for new participants who are
added during the course of a given year. Bonus payments are subject to
modification at the discretion of the Company's Board of Directors.
4
<PAGE>
SEVERANCE PLAN
On April 30, 1996, the Board of Directors adopted an executive severance
policy for the benefit of the Company's executive officers (including Messrs.
Brophy, Adams, Latreille, Lupo and Parker) providing that, in the event of
termination of an executive officer's employment with the Company for any
reason other than cause or a voluntary termination of employment by the
executive officer (other than a voluntary termination within 90 days of a
change in control), such person shall receive severance compensation equal to
150% of such person's then current annual base salary plus the average of such
person's three most recent annual bonuses under the Bonus Plan. A "change in
control" is deemed to occur when (a) a person or group, other than affiliates
of Kohlberg & Co., becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 50% or more combined voting power of
the Company's then outstanding securities and (b) during any period of 24
consecutive months, commencing before or after the event described in clause
(a) above, individuals who at the beginning of such 24-month period were
directors of the Company, or persons whose election to the Board of Directors
was approved by such individuals, cease for any reason to constitute at least
a majority of the Board of Directors. "Cause" is defined as an executive
officer's commission of a felony or other act of dishonesty or moral turpitude
resulting in significant injury to the Company or such person's willful and
repeated refusal to comply with the good faith directives of the Board of
Directors or such person's supervisory personnel.
STOCK OPTION PLANS
The Company maintains various stock option plans (including the 1994
Employee Stock Option Plan) providing for the issuance of options to purchase
up to an aggregate of 3.100,000 shares of Common Stock (collectively, the
"Stock Option Plans"). As of December 31, 1996, options to purchase 2,185,657
shares of Common Stock were outstanding under the Stock Option Plans at
exercise prices ranging from $2.50 to $29.50 per share. The Stock Option Plans
are administered by the Compensation Committee of the Board of Directors. The
Compensation Committee determines the terms of the options granted under the
Stock Option Plans (which in certain cases, may be incentive or nonqualified
options), including the exercise price, term (not to exceed ten years), number
of shares and exercisability. The exercise price of options issued under the
Stock Option Plans must equal or exceed the fair market value of the Common
Stock on the date of grant. Payment of the option exercise price may be made
in cash or by a note (at the discretion of the Committee), by a surrender of
shares of Common Stock or a combination of the foregoing. One of the Stock
Option Plans authorizes grants of alternative cash settlement rights that
would entitle participants to receive on exercise of an option a payment in
cash equal to the excess of the then-current fair market value of the shares
with respect to which the option is exercised over the applicable exercise
price. Upon a change in control (as defined in Severance Plan), all options in
the Stock Option Plans will become fully vested.
The following table discloses information regarding stock options granted,
exercised during, or held at the end of fiscal 1996 for the named executive
officers pursuant to the Stock Option Plans. The Company has not granted any
stock appreciation rights.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY END (#) FY END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (2)
------------ ------------ -------------- ------------------
<S> <C> <C> <C> <C>
George T. Brophy........ -- -- 625,000/45,000 13,212,500/162,500
William J. Adams........ -- -- 102,500/32,500 1,700,000/125,000
J. Phillipe Latreille... -- -- 75,000/75,000 500,000/125,000
Michael A. Lupo......... -- -- 75,000/75,000 500,000/125,000
Richard E. Parker....... -- -- 137,500/37,500 2,375,000/125,000
</TABLE>
- - --------
(1) Assumes appreciation of exercise prices at the specified annual rates from
date of grant until the end of option term.
(2) Value equals closing market price as of December 31, 1996 ($25.00 per
share) less the exercise price.
5
<PAGE>
RETIREMENT BENEFITS
All salaried employees, including executive officers and certain hourly
employees of the Company, participate in a defined benefit pension plan funded
on an actuarial basis entirely by the Company. Although benefits for certain
hourly groups are based on a flat dollar rate multiplied by years of service,
most employees earn an annual pension benefit at age 65 equal to one percent
of their highest five-year average compensation plus three-tenths of one
percent of the amount of such compensation which exceeds "covered
compensation" (as defined in the Internal Revenue Code), all multiplied by
years of service not to exceed 35 years. This plan provides for a minimum
benefit of one percent of the employee's highest five year average
compensation multiplied by the employee's total years of service. Alternative
minimum benefits may be payable to some employees based on their accruals
under prior benefit formulas or predecessor plans.
Certain employees whose benefits under the plan have been reduced as the
result of recent formula changes, or who are otherwise designated by the
Compensation Committee, may accrue additional benefits under supplemental
nonqualified plans which the Company has established.
The following table shows the projected annual pension benefits payable
under the pension plan at the normal retirement age of 65:
<TABLE>
<CAPTION>
ANNUAL NORMAL PENSION BENEFITS FOR YEARS OF SERVICE SHOWN (2)
AVERAGE ANNUAL -----------------------------------------------------------------
PENSION EARNINGS (1) 5 10 20 30 40 50
- - ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000............... 3,250 6,500 13,000 19,500 22,750 25,000
100,000............... 6,500 13,000 26,000 39,000 45,500 50,000
150,000............... 9,750 19,500 39,000 58,500 68,250 75,000
200,000............... 10,400 20,800 41,600 62,400 72,800 80,000
250,000............... 10,400 20,800 41,600 62,400 72,800 80,000
300,000............... 10,400 20,800 41,600 62,400 72,800 80,000
350,000............... 10,400 20,800 41,600 62,400 72,800 80,000
400,000............... 10,400 20,800 41,600 62,400 72,800 80,000
</TABLE>
- - --------
(1) Section 401(a)(17) of the Internal Revenue Code limits the annual
compensation which can be recognized in a qualified pension plan. The
current limit for 1996 is $160,000. Executives who participate in the
Company's nonqualified supplemental retirement plans will receive pension
benefits calculated on their entire annual compensation.
(2) Section 415 of the Internal Revenue Code currently limits the annual
benefits to $125,000 (estimated) for retirement under the Plan after
December 31, 1996. Executives who participate in the Company's
nonqualified supplemental retirement plans may receive pension benefits in
excess of such limits.
(3) Bonus compensation paid to certain executive and management employees
pursuant to the Bonus Plan is included in the employees' compensation base
for purposes of determining Average Annual Pension Earnings.
Report of Compensation Committee
This Report outlines the Company's management compensation philosophy and
reviews the compensation decisions made in 1996 regarding Mr. Brophy and the
other named executive officers.
Management Compensation Philosophy.
In order to enhance value to shareholders, the Company has developed a
management compensation system designed to ensure that key employees are
compensated at a level which is competitive for the building products industry
and commensurate with each individual's responsibility. The objective of this
system is to attract and retain the best possible executive talent and to link
executive and shareholder interests by providing executives with salary, bonus
and stock incentives geared towards maximizing earnings and increasing
shareholder value.
6
<PAGE>
Salaries.
Base salary for each executive officer is determined by the Compensation
Committee at a level which is competitive with the building products industry
and commensurate with the individual's level of responsibility.
Bonuses.
Each of the executive officers (as well as other key employees) participate
in a bonus program that provides for annual bonus awards contingent upon the
achievement of certain performance targets based on earnings before interest
and taxes (excluding the impact of the bonus plans accruals). The bonus payout
is determined as a percentage of the participant's base salary (not to exceed
100% for 1996) based upon the achievement of targets which are related to the
improvement in earnings and increasing shareholder value.
Compensation Committee Members as of March 7, 1997.
Nelson J. Rohrbach, George W. Peck IV, Samuel P. Frieder.
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
investment of $100 made on June 29, 1993 (the first day of public trading of
the Common Stock) in Common Stock of the Company, the NASDAQ National Market
and an index of peer companies selected by the Company. The peer group consists
of the following companies: Armstrong World Industries, Inc., Georgia Pacific
Corp., Masco Corp., TJ International, Triangle Pacific Corp., USG Corp., Ply
Gem Industries, Inc., Morgan Products, Ltd., and Premdor Inc.
Comparison of Cumulative Total Return among ABT Building Products
Corporation, NASDAQ National Market and an Industry Peer Group.
[GRAPHIC]
NASDAQ AND PEER GROUP COMPARISON
Peer Group NASDAQ ABT
---------- ------ ---
6/93 100 100 100
9/93 118.576 108.428 133.333
12/93 145.606 110.557 165
3/94 135.917 105.907 178.333
6/94 115.803 100.957 103.333
9/94 124.0791 109.315 105
12/94 114.4 108.068 93.333
3/95 127.297 117.811 105
6/95 135.984 134.756 118.333
9/95 143.134 150.986 108.333
12/95 137.454 152.829 95
3/96 131.573 159.967 123.333
6/96 134.58 173.025 150
9/96 142.532 179.186 133.333
12/96 153.926 187.992 166.667
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information regarding beneficial
ownership of Common Stock as of March 7, 1997, by (i) each person or entity
who owns of record or beneficially five percent or more of the Common Stock,
(ii) each director or nominee for director of the Company and each of the
named executive officers, and (iii) all officers, directors and director
nominees of the Company as a group. To the knowledge of the Company, each of
such stockholders has sole voting and investment power as to the shares shown
unless otherwise noted. In certain cases, such information has been obtained
from filings with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF OF OUTSTANDING
SHARES OF COMMON STOCK
NAME COMMON STOCK (* DENOTES LESS THAN .1%)
- - -----------------------------------------------------------------------------
<S> <C> <C>
Kohlberg Associates, L.P. (1)...... 4,907,596 41.1%
Samuel P. Frieder (3).............. -- --
James A. Kohlberg (1)(2)(3)........ -- --
Jerome Kohlberg Jr. (1)(2)(3)...... -- --
George W. Peck IV (1)(3)........... -- --
W. Dexter Paine III (1)............ -- --
Jurika & Voyles (6)................ 612,355 5.1%
Warner C. Frazier (3).............. 6,500(7) *
Nelson J. Rohrbach (3)............. 6,500(8) *
George T. Brophy (3)(4)(5)......... 669,958(9) 5.6%
William J. Adams (5)............... 115,663(10) 1.0%
J. Phillipe Latreille (5).......... 75,500(11) 0.6%
Michael A. Lupo (5)................ 75,600(12) 0.6%
Richard E. Parker (5).............. 157,500(13) 1.3%
All directors, director nominees
and named executive officers as a
group (12 persons)..................6,014,317(14). 50.3%
</TABLE>
- - --------
(1) KABT Acquisition Company, L.P. ("KABT") owns directly 4,899,776 shares of
Common Stock. Kohlberg Associates, L.P., a Delaware limited partnership
("Associates"), directly owns 7,820 shares of Common Stock and is the
general partner of KABT. Kohlberg & Kohlberg, Samuel P. Frieder, George
W. Peck IV and W. Dexter Paine III are general partners of Associates.
Kohlberg & Kohlberg and Messrs. Frieder, Peck, and Paine, as general
partners of Associates, may be deemed to share beneficial ownership of
the shares shown as beneficially owned by Associates but disclaim
beneficial ownership of such shares. The business address of KABT and
Messrs. Frieder, Peck and Paine is c/o Kohlberg & Co., 111 Radio Circle,
Mt. Kisco, NY 10549.
(2) Jerome Kohlberg Jr and James A. Kohlberg are the general partners of
Kohlberg & Kohlberg and as such may be deemed to share beneficial
ownership of the shares deemed to be beneficially owned by Kohlberg &
Kohlberg. Messrs. Kohlberg and Kohlberg have disclaimed beneficial
ownership of such shares. The business address of Messrs. Kohlberg and
Kohlberg is c/o Kohlberg & Co., 111 Radio Circle, Mt. Kisco, NY 10549.
(3) Director of the Company.
(4) Personal address is 1100 Beach Road, Apartment 3J, Vero Beach, Florida
32963.
(5) Executive Officer of the Company.
(6) Business address is 1999 Harrison Street, Suite 700, Oakland, CA 94612.
(7) Includes 6,000 shares of Common Stock covered by presently exercisable
stock options held by such person.
(8) Includes 6,000 shares of Common Stock covered by presently exercisable
stock options held by such person.
(9) Includes 625,000 shares of Common Stock covered by presently exercisable
stock options held by such person.
9
<PAGE>
(10) Includes 102,500 shares of Common Stock covered by presently exercisable
stock options held by such person.
(11) Includes 75,000 shares of Common Stock covered by presently exercisable
stock options held by such person.
(12) Includes 75,000 shares of Common Stock covered by presently exercisable
stock options held by such person.
(13) Includes 137,500 shares of Common Stock covered by presently exercisable
stock options held by such person.
(14) Includes 1,027,000 shares of Common Stock covered by presently
exercisable stock options held by such persons.
DIRECTOR AND OFFICER SECURITIES REPORTS
The federal securities laws require the Company's directors and officers,
and persons who own more than ten percent of the Company's Common Stock, to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in their ownership of the Common Stock of the Company.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1996, all the
Company's officers, directors and ten percent beneficial owners made all
required filings.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the 1997 Annual Meeting of
Shareholders must be received by the Secretary of the Company by December 31,
1996 to be considered for inclusion in the Company's proxy materials relating
to that meeting. It is anticipated that the 1997 Annual Meeting of
Shareholders will take place on or about May 6, 1998.
10
<PAGE>
PROXY PROXY
ABT BUILDING PRODUCTS CORPORATION
One Neenah Center
Suite 600
Neenah, WI 54956-3070
ANNUAL MEETING OF SHAREHOLDERS April 30, 1997, 10:00 a.m.
The undersigned hereby appoints George T. Brophy and Michael A. Lupo,
and each of them as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of common stock of ABT Building Products Corporation held of record by
the undersigned on March 7, 1997, at the Annual Meeting of Shareholders to be
held on April 30, 1997, or any adjournment or postponement thereof.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
(continued on reverse side)
<PAGE>
ABT BUILDING PRODUCTS CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<TABLE>
<CAPTION>
<S> <C>
For All
1. Election of Directors--Nominees. For Withheld Except 2. The ratification of the For Against Abstain
George T. Brophy, Warner C. [_] [_] [_] appointment of Arthur [_] [_] [_]
Frazier, Samuel P. Frieder, James Andersen LLP as
A. Kohlberg, W. Dexter Paine III, independent auditors
George W. Peck IV and Nelson _________________ for the year ending
J. Rohrbach. Nominee Exception December 31, 1997.
(INSTRUCTION: To withhold authority to
vote for any individual nominee, strike a
line through the nominee's
name in the above list.)
<CAPTION>
<S> <C> <C>
Date ___________________, 199
___________________________________
Signature
___________________________________
Please Print Name Here
___________________________________
Signature
___________________________________
Please Print Name Here
IMPORTANT: Please sign exactly as
name appears on this card. Each
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED joint owner should sign. Executors,
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS administrator trustees, etc. should
PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR. give full title.
</TABLE>
