0001181431-12-018049.txt : 20120316 0001181431-12-018049.hdr.sgml : 20120316 20120316164841 ACCESSION NUMBER: 0001181431-12-018049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120315 FILED AS OF DATE: 20120316 DATE AS OF CHANGE: 20120316 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NCI BUILDING SYSTEMS INC CENTRAL INDEX KEY: 0000883902 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 760127701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1102 BUSINESS ADDRESS: STREET 1: 10943 NORTH SAM HOUSTON PARKWAY W CITY: HOUSTON TEXAS STATE: TX ZIP: 77064 BUSINESS PHONE: 2818977799 MAIL ADDRESS: STREET 1: 10943 NORTH SAM HOUSTON PARKWAY WEST CITY: HOUSTON STATE: TX ZIP: 77064 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED DATE OF NAME CHANGE: 19600201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLAYTON DUBILIER & RICE FUND VIII LP CENTRAL INDEX KEY: 0001430647 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 12698254 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345 949-8066 MAIL ADDRESS: STREET 1: UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CD&R FRIENDS & FAMILY FUND VIII LP CENTRAL INDEX KEY: 0001458812 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 12698257 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD STREET 2: P.O. BOX 309 CITY: GEORGE TOWN STATE: XX ZIP: KY1-1104 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD STREET 2: P.O. BOX 309 CITY: GEORGE TOWN STATE: XX ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CD&R ASSOCIATES VIII, LP CENTRAL INDEX KEY: 0001474716 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 12698256 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD. STREET 2: PO BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD. STREET 2: PO BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CD&R Investment Associates VIII, Ltd. CENTRAL INDEX KEY: 0001474785 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 12698255 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD. STREET 2: PO BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD. STREET 2: PO BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CD&R Associates VIII, Ltd. CENTRAL INDEX KEY: 0001474786 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 12698258 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD. STREET 2: P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: C/O M&C CORPORATE SERVICES LTD. STREET 2: P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 4 1 rrd339082.xml FORM 4 X0304 4 2012-03-15 0 0000883902 NCI BUILDING SYSTEMS INC NCS 0001474786 CD&R Associates VIII, Ltd. C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR NEW YORK NY 10152 0 0 1 0 0001430647 CLAYTON DUBILIER & RICE FUND VIII LP C/O CLAYTON & DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR NEW YORK NY 10152 0 0 1 0 0001458812 CD&R FRIENDS & FAMILY FUND VIII LP C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR NEW YORK NY 10152 0 0 1 0 0001474716 CD&R ASSOCIATES VIII, LP C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR NEW YORK NY 10152 0 0 1 0 0001474785 CD&R Investment Associates VIII, Ltd. C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR NEW YORK NY 10152 0 0 1 0 Series B Cumulative Conv. Participating Preferred Stock 6.374 2012-03-15 4 J 0 8924.7622 A Common Stock 1400182 301459.4527 I See Note This conversion price ("Conversion Price") is calculated based on an initial conversion price of $1.2748 adjusted to give effect to the 1 for 5 reverse stock split of the issuer's common stock that became effective on March 5, 2010 (the "Reverse Stock Split"). On March 15, 2012, the board of directors of the issuer (the "Board") declared, and the issuer paid, an aggregate of 8924.7622 shares of Series B Cumulative Convertible Participating Preferred Stock (the "Series B Stock") to Clayton, Dubilier & Rice Fund VIII, LP ("Fund VIII") and CD&R Friends & Family Fund VIII, LP ("F&F VIII"), which represent the dividend accrual to Fund VIII and F&F VIII as holders of Preferred Stock pursuant to the Certificate of Designations (as defined below) for the period from December 16, 2011 to March 15, 2012. Pursuant to the Certificate of Designations, Preferences and Rights (the "Certificate of Designations") of the Series B Stock, the Series B Stock accrues dividend at a rate of 12% per annum or, if paid in cash on the applicable Dividend Payment Date (as defined below), 8% per annum, compounding quarterly and payable in kind or in cash (at the option of the Board), if, as, and when declared by the Board on March 15, June 15, September 15 and December 15 of each year beginning on December 15, 2009 (each, a "Dividend Payment Date"). The Certificate of Designations also provides that (i) the holders of Series B Stock have the right to vote such Series B Stock on an as converted basis, and (ii) the Series B Stock is convertible into shares of common stock of the issuer at any time at the option of the holders of Series B Stock at a rate equal to the liquidation preference of such Series B Stock plus any accrued and unpaid dividends divided by the Conversion Price (see note 1 above for discussion of the Conversion Price). In addition, pursuant to the Certificate of Designations, the Series B Stock dividends accrued for the period from October 21, 2009 until December 29, 2009 are payable in cash only. Such dividends have not been declared by the Board and have not yet been paid to the holders of Series B Stock. Such dividends amount to $5,774,610.52. Until such cash dividends are paid to the holders of Series B Stock, they will be convertible into additional shares of the issuer's common stock pursuant to the conversion formula set forth in the paragraph above. Holders of Series B Stock have the right at any time to convert the Series B Stock into shares of the issuer's common stock to the extent that there is a sufficient number of authorized and unissued (or issued and included in treasury) and otherwise unreserved shares of common stock. On or after the tenth anniversary of the closing on October 20, 2009, (i) holders of the Series B Stock have the right to redeem all, but not less than all, of their Series B Stock and (ii) the issuer has the right to redeem all but not less than all, shares of issued and outstanding Series B Stock. Holders have the right to redeem all, but not less than all, of their Series B Stock upon certain change of control events. Series B Stock automatically converts upon the occurrence of certain business combinations. Fund VIII directly owns 300,700.3983 shares of the Series B Stock and F&F VIII directly owns 759.0544 shares of the Series B Stock. As general partner of both Fund VIII and F&F VIII, CD&R Associates VIII, Ltd. may be deemed to own directly a total 301,459.4527 shares of Series B Stock. CD&R Associates VIII, L.P., CD&R Associates VIII, Ltd. and CD&R Investment Associates VIII, Ltd. expressly disclaim beneficial ownership of the shares held by Fund VIII and F&F VIII. CD&R Associates VIII, Ltd. is a wholly-owned subsidiary of CD&R Associates VIII, L.P., of which CD&R Investment Associates VIII, Ltd. is the general partner. CD&R Associates VIII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec. 2012-03-16 Clayton, Dubilier & Rice Fund VIII, L.P. By: CD&R Associates VIII, Ltd., its general partner By: Theresa A. Gore, VP, Treas. and Asst. Sec. 2012-03-16 CD&R Friends & Family Fund VIII, L.P. By: CD&R Associates VIII, Ltd., its general partner By:Theresa A. Gore, VP, Treas. and Asst. Sec. 2012-03-16 CD&R Associates VIII, L.P. By: CD&R Investment Associates VIII, Ltd., its general partner By:Theresa A. Gore, VP, Treas. and Asst. Sec. 2012-03-16 CD&R Investment Associates VIII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec. 2012-03-16