<PAGE>

                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Fiscal Year Ended December 29, 2001

                                       or

[_] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Transition Period From ____ To ____

                           Commission File No. 1-14967
                                   WICKES INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                           36-3554758
(State of Incorporation)                       (IRS Employer Identification No.)

             706 North Deerpath Drive, Vernon Hills, Illinois 60061
                    (Address of principal executive offices)
                                 (847) 367-3400
              (Registrant's telephone number, including area code)

          Securities Registered Pursuant to Section 12(b) of the Act:
                                      None

          Securities Registered Pursuant to Section 12(g) of the Act:
                    Common Stock, par value of $.01 per share

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [ ]

     As of February 28, 2002, the Registrant had 8,285,026 shares of Common
Stock, par value $.01 per share, outstanding, and the aggregate market value of
outstanding voting stock (based on the last sale price on the Nasdaq National
Market of Common Stock on that date) held by nonaffiliates was approximately
$8,800,000 (includes the market value of all such stock other than shares
beneficially owned by 10% stockholders, executive officers and directors).

<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                                    DIRECTORS

     In accordance with the Bylaws of the Company, the Company's Board of
Directors has provided for a Board of Directors of eight members, divided into
three classes. The directors of each class are to be elected at the annual
meeting of stockholders held in the year in which the term for such class
expires and serve thereafter for three years. The term of office for directors
in Class I expires in 2003 and the term of office for directors in the Class II
expires in 2004. The term of office for directors in Class III expires at the
2002 annual meeting of stockholders to be held on May 21st, 2002 (the
"Meeting").

     The following table gives the names of the nominees for election to the
Board of Directors as class III members, their ages and the years they first
became directors.



Name                                              Age              Year First
                                                                Became Director
====                                              ===           ===============
Harry T. Carneal                                   49                 1998
Robert E. Mulcahy III                              65                 1988
Frederick H. Schultz                               73                 1993

     Mr. Carneal has been president and a director of Stone Capital, Inc. and an
executive officer and director of its parent and subsidiary corporations,
including Imagine, for more than the past eight years. Stone Capital, Inc. is a
privately-held investment company.

     Mr. Mulcahy has been a director of the Company since April 1988. Since
April 15, 1998, Mr. Mulcahy has been Director of Athletics of Rutgers
University. For more than six years prior to that time, Mr. Mulcahy was
President and Chief Executive Officer of New Jersey Sports and Exposition
Authority, a racing, sports and entertainment enterprise. He is also a director
of First Morris Bank and Trust, Morristown, New Jersey.

     Mr. Schultz has been a director of the Company since September 1993. Mr.
Schultz is a private investor. From 1979 to 1982, Mr. Schultz served as Vice
Chairman of the Board of Governors of the Federal Reserve System.

     The following table presents information with respect to the members of the
Board of Directors whose terms do not expire at the Meeting:


Name                                       Age         Positions       Director
                                                                        Since
====                                       ===       =============     ========
J. Steven Wilson                           58      Director (Class I)   1991
Robert T. Shaw                             67      Director (Class I)   1998
Albert Ernest, Jr.                         71      Director (Class II)  1993
William H. Luers                           72      Director (Class II)  1995
Claudia B. Slacik                          45      Director (Class II)  1992

     Mr. Wilson has been Chief Executive Officer and a director of the Company
since November 1991 and Chairman of the Board since August 1993. Mr. Wilson was
also President of the Company from July 1996

<PAGE>

to May 1997 and since July 2001. Mr. Wilson has been Chairman, President and
Chief Executive Officer of Riverside, a holding company, since August 1985. Mr.
Wilson is also a director of Riverside and First Industrial Realty Trust, Inc.

     Mr. Shaw has been president and a director of Imagine for approximately
four years and president and a director of Florida/Dallas Holding Corporation
since 1997. For more than the past seven years, Mr. Shaw has served as
president, treasurer and a director of Consolidated National Corporation and
several of its subsidiaries.

     Mr. Ernest has been a director of the Company since September 1993. Mr.
Ernest currently is the president of Albert Ernest Enterprises, an investment
firm. From 1971 through 1991, Mr. Ernest was associated with Barnett Bank of
Jacksonville, N.A. and Barnett Banks, Inc. ("BBI"), serving as Vice Chairman and
a director of BBI from 1982 to 1988 and President and Chief Operating Officer
and a director of BBI from 1988 to 1991. He is also a director of FRP
Properties, Inc., Florida Rock Industries, Inc., a construction materials
company, Regency Realty Corporation and Stein Mart, Inc., a retailer.

     Mr. Luers has been a director of the Company since June 1995. Since
February 1, 1999 Mr. Luers has been president and chairman of the United Nations
Association of the United States of America, a not-for-profit organization. From
1986 to February 1999, Mr. Luers was president of The Metropolitan Museum of
Art. Mr. Luers served in the United States Foreign Service from 1957 to 1986 and
was Ambassador to Czechoslovakia from 1983 to 1986 and Ambassador to Venezuela
from 1978 to 1982. Mr. Luers is also a director of IDEX Corporation, and several
Scudder Kemper international and domestic mutual funds.

     Ms. Slacik has been a director of the Company since June 1992. For more
than the past six years, Ms. Slacik has held senior positions with Citigroup
Inc., a financial services company, including, most recently, Managing Director.

                                   MANAGEMENT

     Set forth below is information regarding the executive officers of the
Company:

<TABLE>
<CAPTION>


Name                                     Age                      Position                     Executive
                                                                                             Officer Since
====                                   =======                    ========                   ==============
<S>                                      <C>     <C>                                         <C>
J. Steven Wilson                            58   Chairman of the Board, President and                 1991
                                                 Chief Executive Officer

George C. Finkenstaedt                      50   Senior Vice President Manufacturing and              1990
                                                 International

Jimmie J. Frank                             47   Senior Vice President Merchandising and              1997
                                                 Marketing

James O'Grady                               46   Senior Vice President Operations                     2001

James A. Hopwood                            40   Senior Vice President and Chief Financial            1998
                                                 Officer

George B. Watt                              45   Controller                                           2001
</TABLE>

     For information regarding Mr. Wilson, see "Election of Directors."

     Mr. Finkenstaedt has been associated in various capacities with the Company
and its predecessor since 1979. Mr. Finkenstaedt was appointed a Vice President
in 1990 and, prior to such appointment, held various executive positions with
the Company in Operations, Merchandising, Manufacturing and International.

<PAGE>

     Mr. Frank joined the Company in January 1997 and was appointed a Vice
President in April 1997. From February 1994 to January 1997, Mr. Frank was a
Senior Merchandise Manager for Contractor's Warehouse. Prior to that time, Mr.
Frank was General Manager of Merchandising for Builder Marts of America.

     Mr. O'Grady joined the Company in 1977 and has held various management
positions in operations. Mr. O'Grady was appointed Senior Vice President
Operations in July 2001.

     Mr. Hopwood was appointed a Senior Vice President in May 2001. He is the
Chief Financial Officer. He was appointed Vice President--Finance in February
1998 and appointed Treasurer in July 1998. Prior to 1994, Mr. Hopwood was
associated with Goldman, Sachs & Co., an investment banking firm. Mr. Hopwood
was also employed by the Company and its predecessor from 1983 until 1990. He
has held management positions with the Company in accounting, auditing, credit
extension, financial planning, human resources, information systems, investor
relations, mergers and acquisitions, real estate, risk management, strategic
planning, tax and treasury activities.

     Mr. Watt joined the Company in 1983 and has held various positions within
the accounting area. Mr. Watt was named Controller in May 2001.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     All reports with respect to the Company to be filed under Section 16(a) of
the Securities Exchange Act of 1934 during or with respect to 2001 were filed on
a timely basis except that Annual Statements of Changes in Beneficial Ownership
on Form 5 were inadvertently filed late on behalf of Ms. Slacik and Messrs.
Schultz, Ernest, Mulcahy and Luers.

<PAGE>

Item 11. EXECUTIVE COMPENSATION.

                             EXECUTIVE COMPENSATION

     The Summary Compensation Table below summarizes the compensation paid in
the years indicated to the Company's Chief Executive Officer, to the Company's
former President and Chief Operating Officer and to each of the other four most
highly compensated executive officers of the Company who were serving as
executive officers at December 29, 2001, the Company's fiscal year end.

<TABLE>
<CAPTION>
                                               Summary Compensation Table

                                                                                         Long-Term
                                                                                        Compensation
                                                                                        ------------
                                                                                           Awards
                                                                                        ------------
                                                                                        Securities
                                               Annual Compensation       Other Annual   Underlying     All Other
                                               -------------------       Compensation  Options/SARs  Compensation
    Name and Principal Position       Year   Salary ($)    Bonus ($)        ($)(1)         (#)          ($)(2)
    ---------------------------       ----   ----------    ---------     ------------  ------------  ------------
<S>                                   <C>     <C>           <C>          <C>           <C>           <C>
J. Steven Wilson                       2001    500,000            --         11,100            --         10,600
    Chairman of the Board, President   2000    499,900       342,000         12,600            --         10,600
    and Chief Executive Officer        1999    497,300       528,000         12,300        15,000         10,600
David T. Krawczyk                      2001    292,300            --          8,100            --      1,005,200
    former President and               2000    495,100       285,000         42,700        20,000          9,400
    Chief Operating Officer            1999    371,300       330,000         38,400        15,000          8,000
George C. Finkenstaedt                 2001    249,000            --          5,100        10,000          6,800
   Senior Vice President               2000    223,500       128,000          3,900        10,000          6,600
     Manufacturing and International   1999    183,500       138,500          3,100         7,500          6,300
Jimmie J. Frank                        2001    235,100            --         67,800        10,000          4,200
    Senior Vice President              2000    224,900       128,000         71,600        10,000          4,300
   Merchandising and Marketing         1999    183,500       115,500         53,900         2,500          4,000
James O'Grady                          2001    222,900            --             --        12,500          4,300
    Senior Vice President Operations
James A. Hopwood                       2001    166,400            --             --         2,500          4,300
    Senior Vice President and          2000    139,800        55,900             --         2,500          4,500
    Chief Financial Officer            1999    127,800        83,200             --         4,100          3,400
</TABLE>

--------------
(1)  Other Annual Compensation includes for 2001: reimbursement for taxes with
     respect to certain personal benefits and with respect to the taxable
     portions of long-term disability insurance premiums paid by the Company
     ($11,100 for Mr. Wilson, $3,000 for Mr. Krawczyk, $5,200 for Mr. Frank, and
     $5,100 for Mr. Finkenstaedt); the taxable portion of reimbursement for
     living, travel and personal

<PAGE>

     expenses while away from home on Company business ($2,900 for Mr. Krawczyk
     and $31,900 for Mr. Frank); and reimbursements for taxes with respect to
     these taxable living, travel and personal expenses ($2,200 for Mr. Krawczyk
     and $30,700 for Mr. Frank).

Other  Annual Compensation includes for 2000: reimbursement for taxes with
       respect to certain personal benefits and with respect to the taxable
       portion of long-term disability insurance premiums paid by the Company
       ($9,200 for Mr. Wilson, $4,800 for Mr. Krawczyk, $2,400 for Mr. Frank and
       $3,900 for Mr. Finkenstaedt); the taxable portion of reimbursement for
       living, travel and personal expenses while away from home on Company
       business ($2,000 for Mr. Wilson, $21,200 for Mr. Krawczyk and $34,500 for
       Mr. Frank); and reimbursements for taxes with respect to these taxable
       living travel and personal expenses ($1,400 for Mr. Wilson, $16,700 for
       Mr. Krawczyk and $34,700 for Mr. Frank).

Other  Annual Compensation includes for 1999: reimbursement for taxes with
       respect to certain personal benefits and with respect to the taxable
       portion of long-term disability insurance premiums paid by the Company
       ($8,900 for Mr. Wilson, $5,100 for Mr. Krawczyk, $1,900 for Mr. Frank and
       $3,100 for Mr. Finkenstaedt); the taxable portion of reimbursements for
       living, travel and personal expenses while away from home on Company
       business ($2,000 for Mr. Wilson, $18,600 for Mr. Krawczyk and $26,100 for
       Mr. Frank); and reimbursements for taxes with respect to these taxable
       living travel and personal expenses ($1,400 for Mr. Wilson, $14,600 for
       Mr. Krawczyk and $25,900 for Mr. Frank).

(2)  All Other Compensation includes for 2001: payment for premiums for
     long-term disability insurance ($10,600 for Mr. Wilson, $330 for Mr.
     Krawczyk and $2,500 for Mr. Finkenstaedt); the Company's contribution to
     the executive's accounts under the Company's 401(k) Plan ($4,300 for Mr.
     Krawczyk, $4,200 for Mr. Frank, $4,300 for Mr. Finkenstaedt, $4,300 for Mr.
     Hopwood and $4,300 for Mr. O'Grady), reimbursement of $600 to Mr. Krawczyk
     for certain moving related expenses; and a $1,000,000 severance payment
     under the Company's Special Severance and Stay Incentive Bonus Plan to Mr.
     Krawczyk whose employment with the Company terminated on July 5, 2001.

     All Other Compensation includes for 2000: payment of premiums for long-term
     disability insurance ($10,600 for Mr. Wilson, $4,000 for Mr. Krawczyk and
     $2,300 for Mr. Finkenstaedt); the Company's contribution to the executives'
     accounts under the Company's 401(k) Plan ($4,300 for Mr. Krawczyk, $4,300
     for Mr. Frank, $4,300 for Mr. Finkenstaedt and $4,500 for Mr. Hopwood), and
     reimbursement of $1,100 to Mr. Krawczyk for certain moving expenses.

     All Other Compensation includes for 1999: payment of premiums for long-term
     disability insurance ($10,600 for Mr. Wilson, $4,000 for Mr. Krawczyk and
     $2,300 for Mr. Finkenstaedt); the Company's contribution to the executives'
     accounts under the Company's 401(k) Plan ($4,000 for Mr. Krawczyk, $4,000
     for Mr. Frank, $4,000 for Mr. Finkenstaedt and $3,400 for Mr. Hopwood).

                        Option Grants in Last Fiscal Year

     The following table contains information regarding grants of options during
fiscal 2001 to each of the named executive officers.

<PAGE>
<TABLE>
<CAPTION>


                                                                                              Potential
                                                                                              Realizable
                                                                                           Value at Assumed
                                                        % of Total                          Annual Rates of
                                           Number of    Options/SARs                          Stock Price
                                           Securities   Granted to   Exercised                Appreciation
                                           Underlying    Employees   or base                for Option Term
                                          Options/SARs      in        price    Expiration  ----------------
Name                                        Granted     Fiscal Year  ($/Sh)       Date      5% ($)   10% ($)
----                                        -------     -----------  ------       ----     ------   -------
<S>                                          <C>           <C>       <C>         <C>       <C>      <C>
J. Steven Wilson                                 --          --           --          --       --       --
George C. Finkensteadt                       10,000        14.2%     $  4.50     2/27/11   28,300   71,720
Jimmie J. Frank                              10,000        14.2%     $  4.50     2/27/11   28,300   71,720
James A. Hopwood                              2,500         3.6%     $  4.50     2/27/11    6,825   17,930
James O'Grady                                12,500        17.7%     $  4.50     2/27/11   35,375   89,650
</TABLE>


Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

     The following table contains information regarding the values of certain
unexercised options to purchase shares of common stock held by the named
executive officers at the end of fiscal 2001. No options were exercised by these
persons in fiscal 2001.

<TABLE>
<CAPTION>

                                                            Number of Securities       Value of Unexercised
                                                           Underlying Unexercised          In-the-Money
                                                          Options/SARs at FY-End (#) Options/SARs at FY-End ($)
                                                          -------------------------  -------------------------
Name                                                      Exercisable/Unexercisable  Exercisable/Unexercisable
----                                                      -------------------------  -------------------------
<S>                                                       <C>                        <C>
J. Steven Wilson                                                 122,000/ 5,000                     0/0
George C. Finkenstaedt                                            50,834/19,166                     0/0
Jimmie J. Frank                                                   32,501/17,499                     0/0
James A. Hopwood                                                  14,767/ 5,533                     0/0
James O'Grady                                                      5,517/14,283                     0/0
</TABLE>

    Compensation And Benefits Committee Interlocks And Insider Participation

     No member of the Compensation and Benefits Committee is a current or former
officer or employee of the Company or any of the Company's subsidiaries. None of
the Company's executive officers has served on the board of directors or on the
compensation committee of any other entity that had an executive officer serving
on the Company's Board of Directors or on its Compensation and Benefits
Committee.

                                 Incentive Plans

Director Incentive Plan

     Under the 1993 Amended and Restated Director Incentive Plan (the "Director
Incentive Plan"), any individual who serves as a member of the Company's Board
of Directors can be granted (either alone or in tandem) stock options, stock
appreciation rights, restricted shares, performance shares or performance units.
A total number of 75,000 shares are reserved for issuance for such purposes
under the Director Incentive Plan. In addition, shares may also be issued to
Directors who elect to receive shares in lieu of fees.

     The Director Incentive Plan is administered by the Compensation and
Benefits Committee of the Board of Directors which must consist of not less than
two members of the Board of Directors.

     Stock Options. The Director Incentive Plan provides for the automatic grant
to each director who is not an employee of the Company (other than Messrs.
Carneal and Shaw for years prior to 2003) of an option to acquire 1,000 shares
of Wickes Common Stock on January 1, of each year. Accordingly, options for
1,000 shares with an exercise price of $4.406 and $2.800 were issued in January
2001 and January 2002, respectively, to eligible directors. The Director
Incentive Plan also provides for discretionary stock option grants on terms
prescribed by the Compensation and Benefits Committee, provided that the
exercise price of such options may be not less than the fair market value of
Wickes Common Stock on the date of grant.

<PAGE>

     Election to Receive Shares in Lieu of Fees. Under the Director Incentive
Plan, directors may make an annual irrevocable election to receive up to 100% of
their annual retainer and committee fees, which are payable quarterly, in the
form of stock. Such election must be made in writing prior to July 1 in the year
prior to the year for which the election is made, and shares will be issued on
January 1, April 1, July 1 and October 1 of each year. Shares so received may
not be sold, assigned, transferred, pledged or otherwise encumbered while the
director is serving on the Board and until the later of (i) three months from
the last date that the director served as a director of the Company and (ii) six
months from the date of purchase of such Shares.

1993 Long-Term Incentive Plan

     The 1993 Long-Term Incentive Plan (the "Incentive Plan") consists of two
separate sub-plans, the "Wickes Inc. Non-Director Employee Incentive Sub-Plan"
(the "Non-Director Sub-Plan") and the "Wickes Inc. Employee-Director Incentive
Sub-Plan" (the "Employee-Director Sub-Plan"), each of which is administered by
the Compensation and Benefits Committee, which must continue to consist of not
less than two members of the Board of Directors. The members of the Compensation
and Benefits Committee are not eligible to receive Awards under the Incentive
Plan. The Compensation and Benefits Committee has authority to administer the
Incentive Plan and to determine participants, awards and terms and conditions of
Awards, including, in its sole discretion, the establishment of annual financial
and performance goals of the Company which will be considered in determining
awards. A maximum of 50,000 shares of Wickes Common Stock may be the subject of
Award grants to any participant in any calendar year.

     Awards under the Non-Director Sub-Plan may be granted only to any employee
of the Company or any Related Entity (as defined in the Incentive Plan) whom the
Compensation and Benefits Committee identifies as having a direct and
significant effect on the performance of the Company or such Related Entity.
Members of the Board of Directors of the Company are ineligible to receive
Awards under the Non-Director Sub-Plan.

     Awards under the Employee-Director Sub-Plan may be granted only to any
employee of the Company or any Related Entity who serves as a member of the
Board of Directors of the Company.

     A total of 835,000 shares are reserved for issuance under the Incentive
Plan. Approximately 3,800 employees of the Company are currently eligible to
participate in the Incentive Plan.

     Stock Options. Under the Incentive Plan, key employees are eligible to
receive "incentive stock options" ("incentive options") qualifying under Section
422 of the Internal Revenue Code or "non-qualified options" which do not qualify
under Section 422 of the Code ("non-qualified options") to purchase shares of
Wickes Common Stock. Options are exercisable at such time and on such terms as
the Compensation and Benefits Committee determines, except that the exercise
price of any option granted may not be less than the fair market value (110% of
fair market value in the case of incentive stock options granted to holders of
more than 10% of Wickes Common Stock) per share of Wickes Common Stock on the
date of grant. No incentive options may be granted after ten years from the date
of adoption of the plan. Subject to certain additional limitations, no option by
its terms is exercisable after the expiration of 10 years (5 years in the case
of incentive stock options granted to holders of more than 10% of Wickes Common
Stock) from the date of grant, or such other period (in the case of
non-qualified options) or such shorter period (in the case of incentive options)
as the Compensation and Benefits Committee in its sole discretion may determine.
Unless the Compensation and Benefits Committee determines otherwise, stock
options are exercisable only if the holder is an officer or employee of the
Company at the time of exercise (subject to certain grace periods). Stock
options are not transferable, except by will and by the laws of descent and
distribution. Options become exercisable as determined by the Compensation and
Benefits Committee.

     Subject to certain limitations in the case of incentive options, an
optionee under the Incentive Plan must pay the full option price upon exercise
of an option (i) in cash, (ii) with the consent of the Compensation and Benefits
Committee, by delivering shares of Wickes Common Stock already owned by such
optionee (including shares to be received upon exercise of the option) and
having a fair market value at least equal to the exercise price or (iii) in any
combination of the foregoing. The Compensation and Benefits Committee

<PAGE>

may require the optionee to satisfy the Company's federal tax withholding
obligations with respect to the exercise of options by (a) additional
withholding from the optionee's salary, (b) requiring the optionee to pay in
cash, (c) reducing the number of shares of Wickes Common Stock to be issued or
(d) other method selected by the Compensation and Benefits Committee.

401(k) Plan

     The Company has in effect a savings and retirement plan (the "401(k)
Plan"). All employees who are at least 18 years of age and have met certain
service requirements are eligible to participate in the 401(k) Plan. The 401(k)
Plan is intended to qualify under Section 401(a) of the Internal Revenue Code,
and has a cash or deferred arrangement intended to qualify under Section 401(k)
of the Code. Under the 401(k) Plan's cash or deferred arrangement, each non
highly compensated eligible employee may elect to make before-tax contributions
of from 2% to 15% of his or her gross pay or after-tax contributions of from 1%
to 15% of gross pay, subject to an aggregate limit of 15% of gross pay and
certain statutory limitations. Highly compensated eligible employees (as defined
by the Code) are limited to from 2% to 8% of his or her before-tax contributions
or after-tax contributions from 1% to 15% of gross pay, subject to an aggregate
limit of 15% of gross pay and certain statutory limitations. The Company
currently matches 50% of the first 5% of an employee's contribution. Certain
long-time employees are entitled to receive an additional 1% or 3% of gross pay.
Each participant invests his or her individual account in selected investment
alternatives as directed by the trustee of the 401(k) Plan, including a fund
that invests primarily in shares of Wickes Common Stock. The Company may in its
discretion make a profit sharing contribution to the 401(k) Plan, which may be
made in cash or in shares of Wickes Common Stock. Shares of Wickes Common Stock
so contributed by the Company do not become subject to the investment control of
the participants until the calendar year following the date of contribution.

Stay Incentive Bonus Plan

     On November 25, 1997, the Compensation and Benefits Committee adopted the
Special Severance and Stay Incentive Bonus Plan (the "Stay Plan"). The Stay Plan
was amended in February 2001 to extend the covered period through December 31,
2001. The Stay Plan was implemented in order to provide the Company with the
ability to retain selected key employees during the Company's consideration and
implementation of strategic and operational alternatives.

     Prior to January 1, 2002, the Stay Plan consisted of two types of awards:
special severance awards and stay incentive bonuses. Special severance bonuses
were payable to participants whose employment was terminated by the Company
during the covered period other than for cause or disability (a "Severance
Bonus"). Stay incentive bonuses (each, a "Stay Bonus") were payable to
participants who remained Company employees through any Group Transfer (as
defined).

     In January 2002, the Board of Directors Compensation and Benefits Committee
elected not to extend the portions of the Stay Plan providing for a Severance
Bonus and elected to extend the portions of the Stay Plan providing for a Stay
Bonus to cover the period through December 31, 2002. The Stay Plan has been
re-titled as the "Stay Incentive Bonus Plan."

     At March 31, 2002, seven of the Company's current employees have been
selected by the Compensation and Benefits Committee to participate in the Stay
Plan. The bonus percentage of Mr. Wilson under the Stay Plan is 200% and that of
Messrs. Frank, Finkenstaedt, Hopwood and O'Grady is 100% of base compensation
(as described in the Stay Plan).

                              DIRECTOR COMPENSATION

     During 2001, directors other than Messrs. Wilson, Carneal and Shaw received
$35,000 per year for their services as directors. Commencing in 2002, Messrs.
Carneal and Shaw will also receive compensation for services as directors. In
addition, the chairs of the Audit and Related Party Committees received $4,000,
and the other members of these committees received $3,000 each in 2001.

<PAGE>

     Eligible outside directors also participate in the 1993 Amended and
Restated Director Incentive Plan. For information concerning this plan, see
"Incentive Plans--Director Incentive Plan."

                REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE

Executive Compensation Philosophy

     The Company's compensation philosophy is to adopt compensation programs
sufficient to attract and assist in retaining qualified executives. These
programs consist of base salary and short-term and long-term incentives intended
to provide competitive compensation for achieving good results and highly
competitive compensation for achieving aggressive objectives. These programs are
also intended to motivate management to increase stockholder value and to
emphasize stock ownership to align the interests of management with those of
stockholders.

Base Salary

     The base salary component of an executive's compensation has historically
been established, based upon performance, experience and other factors, within a
salary range intended to approximate the ranges of base pay for positions of
comparable responsibility in a self-selected group of companies in the building
materials distribution industry about which appropriate compensation information
is available to the Company (the "Industry Group"). In order to obtain a broader
and more representative group for comparison purposes, the Industry Group is
more extensive than the companies whose securities are included in the Peer
Group Index described in "Comparison of Cumulative Total Return" below. Mr.
Wilson's base salary was established in conformity with principles applicable to
the Company's other executives.

Short-Term Incentives

     Short-term incentives are provided by a cash bonus opportunity established
as a target percentage of an executive's base salary and based upon meeting
established objectives. For 2001, the incentive bonuses of Mr. Wilson and the
other executive officers were solely dependent upon the Company's achieving
specific performance objectives for return on capital employed and certain
strategic objectives. Based upon the Company's performance relative to these
objectives, Messrs. Wilson, Hopwood, Finkenstaedt, Frank and O'Grady were not
paid a 2001 incentive bonus.

Long-Term Incentives

     Awards under the Company's 1993 Long-Term Incentive Plan (the "Incentive
Plan") are designed to provide additional incentives to achieve long-term
corporate objectives, to promote the identity of the long-term interests of the
Company's executives and stockholders and to assist in the retention of
executives.

     During 2001, the Compensation and Benefits Committee awarded options for an
aggregate of 70,000 shares of Wickes Common Stock to executive officers and
other selected key employees, including options for 10,000 shares to Mr.
Finkenstaedt, 10,000 shares to Mr. Frank, 12,500 to Mr. O'Grady and 2,500 shares
to Mr. Hopwood. These options have an exercise price of $4.50, the fair market
value of the Company's stock on the date of grant. See "Executive
Compensation--Options Granted in Last Fiscal Year". The allocation of these
stock options was based generally upon level of responsibility and, to a lesser
extent, subjective factors.

     Awards to executive officers are designed to provide long-term incentives
comparable to those provided to the senior management of the Industry Group. The
Compensation and Benefits Committee is committed to making awards that are
deductible to the Company for federal income tax purposes and believes that the
awards granted under the Incentive Plan will qualify for the performance-based
exemption from the $1 million compensation limit under section 162(m) of the
Internal Revenue Code.

                                             Harry T. Carneal, Chairman
                                             Robert E. Mulcahy III
                                             Claudia B. Slacik

<PAGE>

                      COMPARISON OF CUMULATIVE TOTAL RETURN

     The graph below compares the performance of Wickes Common Stock with the
Nasdaq Stock Market (U.S) Index (the "Nasdaq Stock Market--U.S.") and with a
Peer Group Index (as described below) by showing the cumulative total return,
through December 31, 2001, an investor would have received on each from
investing $100 in each on January 1, 1997 and reinvesting all dividends
received. The Peer Group Index includes the common stock of the following
companies included on a list compiled by Nasdaq of companies whose common stock
is traded on Nasdaq and whose primary Standard Industrial Classification is
Lumber and Other Building Materials: Building Materials Holding Corp., the
Company and Wolohan Lumber Co. This Peer Group Index has been weighted for
market capitalization.







                                    Peer Group       NASDAQ
                  Wickes Inc.       Index            Market Index
                  -----------       ----------       ------------

1996              100.00             100.00           100.00
1997               78.79              92.86           122.32
1998              103.03             102.66           172.52
1999              130.30              96.11           304.29
2000              100.00              81.37           191.25
2001               73.74             110.37           152.46

<PAGE>

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     PRINCIPAL SECURITY HOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

     The following table contains information as of March 31, 2002, concerning
beneficial ownership of Wickes Common Stock by persons known by the Company to
own beneficially more than five percent of Wickes Common Stock and by (i) the
Company's directors, (ii) the executive officers of the Company named in the
Summary Compensation Table under "Executive Compensation" and (iii) all
executive officers and directors of the Company as a group.

     The following table also contains information as of March 31, 2002,
concerning beneficial ownership by such persons of common stock, par value $.10
per share ("Riverside Common Stock"), of Riverside Group, Inc. ("Riverside").
Riverside may be deemed the parent of the Company.

<TABLE>
<CAPTION>

                                         Amount and Nature of              Amount and Nature of
                                         Beneficial Ownership              Beneficial Ownership
Name and Address                              of Wickes            % of        of Riverside           % of
of Beneficial Owner                        Common Stock (1)        Class     Common Stock (1)         Class
-------------------                      --------------------      -----   --------------------       -----
 <S>                                      <C>                      <C>     <C>                        <C>

5% Stockholders:                             2,853,943(2)          34.5             --                --
Riverside Group, Inc.
    7800 Belfort Parkway
    Jacksonville, Florida 32256

J. Steven Wilson                             2,980,943(2)(3)       36.0        2,725,415(2)(4)        57.2
    7800 Belfort Parkway
    Jacksonville, Florida 32256

Stone Investments, Inc./Imagine              1,082,000(5)          13.1          785,173(6)           16.5
   Investments, Inc.
    8150 North Central Expressway,
    Suite 1901
    Dallas, Texas 75206

Harry T. Carneal                             1,082,000(7)          13.1          785,173(6)           16.5
    8150 North Central Expressway
    Suite 1901
    Dallas, Texas 75206

Robert T. Shaw                                 990,000(8)          11.9          785,173(6)           16.5
    4211 Norbourne Blvd.
    Louisville, Kentucky 40207

Wellington Management Company, LLP             678,000(9)           8.2             --                --
    Wellington Trust Company, NA
    75 State Street
    Boston, Massachusetts 02109

Willow Creek Capital Management                579,200(10)          7.0             --                --
    WC Capital Management, LLC
    17 E. Sir Francis Drake Boulevard
    Suite 100
    Larkspur, California 94939
</TABLE>




<PAGE>


<TABLE>
<CAPTION>



                                             Amount and Nature of             Amount and Nature of
                                             Beneficial Ownership             Beneficial Ownership
Name and Address                                   of Wickes         % of         of Riverside        % of
of Beneficial Owner                             Common Stock (1)     Class      Common Stock (1)      Class
-------------------                          --------------------    -----    --------------------    -----
<S>                                     <C>                         <C>       <C>                     <C>

Dimensional Fund Advisors Inc                    479,200(12)           5.8                --          --
    1299 Ocean Avenue
    Santa Monica, California 90401
Ironwood Capital Management, LLC                 974,000(12)          11.8                --          --
    Warren J. Isabelle
    Richard L. Droster
    Donald Collins
    IMC/Isabelle
   Small-Cap Value Fund
    21 Custom House Street
    Suite 240
    Boston, MA 02109
Other Directors and Named Executive
   Officers:

Albert Ernest, Jr.                                46,218(13)             *                --             *
William H. Luers                                  35,326(14)             *                --             *
Robert E. Mulcahy III                             12,835(13)          *3.9        --   258,883 (16)      *
Frederick H. Schultz                             325,793(13)(15)         *                --           5.4
Claudia B. Slacik                                 45,318(13)                                             *
George C. Finkenstaedt                            64,865(17)             *                --          --
Jimmie J. Frank                                   41,269(18)             *                --          --
James A. Hopwood                                  18,531(19)             *                --          --
James J. O'Grady                                  11,134(20)             *                --          --
All directors and executive                    5,039,232(21)          58.6           3,792,393        79.6
   officers as a group
   (12 persons)
</TABLE>


<PAGE>

-------------
     *Less than 1.0%
     (1)  Unless otherwise noted, the owner has sole voting and dispositive
          power.
     (2)  Essentially all of the shares of Wickes Common Stock owned by
          Riverside are directly or indirectly pledged to secure indebtedness of
          Riverside. Mr. Wilson is the Chairman, President and Chief Executive
          Officer and controlling shareholder of Riverside and disclaims
          beneficial ownership of the Wickes Common Stock owned by Riverside in
          excess of his pecuniary interest in Riverside. Essentially all of the
          voting securities of Riverside beneficially owned by Mr. Wilson are
          pledged to secure indebtedness of Mr. Wilson and his affiliates and
          785,173 of those shares are subject to the option described in note
          (6). A default under any of the secured indebtedness of Riverside or
          Mr. Wilson could result in a change of control of the Company.
     (3)  Includes 127,000 shares subject to employee stock options exercisable
          on March 31, 2002 or which will become exercisable within 60 days
          thereafter.
     (4)  Includes 2,543,553 shares held by a corporation controlled by Mr.
          Wilson and 20,000 shares held by a trust of which Mr. Wilson's
          children are the designated beneficiaries. Essentially all of the
          voting securities of Riverside beneficially owned by Mr. Wilson are
          pledged to secure indebtedness of Mr. Wilson and his affiliates and
          785,173 of those shares are subject to the option described in note
          (6). A default under this indebtedness could result in a change of
          control of the Company. See note (2).
     (5)  Imagine Investments, Inc. ("Imagine") is a wholly-owned subsidiary of
          Stone Investments, Inc., which is a wholly-owned subsidiary of Stone
          Capital, Inc., which is a wholly-owned subsidiary of Stone Holdings,
          Inc., which is owned by entities controlled by James M. Fail. The
          1,082,000 shares includes 467,000 shares owned by Stone Investments,
          Inc. and 615,000 shares owned by Imagine.
     (6)  Shares presently acquirable by Imagine pursuant to an option from Mr.
          Wilson and a corporation controlled by Mr. Wilson.
     (7)  Includes shares beneficially owned by Stone Investments, Inc. and
          Imagine, of which Mr. Carneal is a director and executive officer.
     (8)  Includes 615,000 shares beneficially owned by Imagine, of which Mr.
          Shaw is president.
     (9)  According to Schedule 13G dated December 31, 2001, Wellington
          Management Company, LLP ("WMC") and Wellington Trust Company N.A.
          ("WTC") are investment advisers and these shares are owned of record
          by clients of WMC and WTC.
     (10) According to Schedule 13G dated December 31, 2001, Willow Creek
          Capital Management is a registered investment adviser and is the
          manager of WC Capital Management, LLC. The clients of Willow Creek
          Capital Management and WC Capital Management, LLC have the right to
          receive or the power to direct the receipt of dividends from, or the
          proceeds from the sale of, the shares. No individual client's holdings
          of the shares are more than five percent of the outstanding shares.
          Aaron H. Braun is the control person of Willow Creek Capital
          Management.
     (11) According to Schedule 13G dated December 31, 2001, all of these shares
          are owned by advisory clients of Dimensional Fund Advisors, Inc. no
          one of which to the knowledge of Dimensional Fund Advisors, Inc. owns
          more than five percent of the class.
     (12) According to Schedule 13G dated December 31, 2001, each of these
          entities or persons has shared voting power as to 627,471 shares and
          shared dispositive power as to 974,008 shares except IMC/Isabelle
          Small-Cap Value Fund, which has shared voting and investment power as
          to 458,471 shares.
     (13) Includes 12,335 shares subject to director stock options exercisable
          on March 31, 2002 or which will become exercisable within 60 days
          thereafter.
     (14) Includes 10,335 shares subject to director stock options exercisable
          on March 31, 2002 or which will become exercisable within 60 days
          thereafter.
     (15) Includes 5,027 shares owned for the benefit of Mr. Schultz's
          grandchild.
     (16) Includes 42,500 shares held by Mr. Schultz's spouse.
     (17) Includes 60,001 shares subject to employee stock options exercisable
          on March 31, 2002 or which will become exercisable within 60 days
          thereafter and 4,097 shares allocated to Mr. Finkenstaedt's account in
          the Company's 401(k) Plan.

<PAGE>

     (18) Includes 40,001 shares subject to employee stock options exercisable
          on March 31, 2002 or which will become exercisable within 60 days
          thereafter and 1,268 shares allocated to Mr. Frank's account in the
          Company's 401(k) Plan.
     (19) Includes 17,801 shares subject to employee stock options exercisable
          on March 31, 2002 or which will become exercisable within 60 days
          thereafter and 730 shares allocated to Mr. Hopwood's account in the
          Company's 401(k) Plan.
     (20) Includes 11,134 shares subject to options exercisable on March 31,
          2002 or which will become exercisable within 60 days thereafter.
     (21) Includes 315,612 shares subject to options exercisable on March 31,
          2002 or which will become exercisable within 60 days thereafter.





Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In 2001, the Company paid approximately $827,000 in reimbursements
primarily to affiliates of the Company's Chairman of the Board, J. Steven
Wilson, for costs related to services provided to the Company during the year by
certain employees of the affiliated company and use of a corporate aircraft.

     In March 2000, the Company entered into an agreement with Buildscape, Inc.,
an entity affiliated with Riverside and Imagine, each of which may be deemed an
affiliate of the Company. Pursuant to this agreement, the Company and
Buildscape, Inc. are jointly conducting an Internet distribution program.
Buildscape(R) is an Internet service designed for builders that allows the
Company's customers to buy products and materials from Wickes and other
suppliers. It provides real-time online access to the professional builders'
specific Wickes price list, bill of materials and trade account. Wickes' sales
through the Buildscape site were $23.8 million in 2001 and the Company paid
Buildscape $126,000 in 2001 for Buildscape's services.

     In February 1998, as part of the determination made by the Company to
discontinue or sell non-core programs, the Company sold its internet and utility
marketing operations to Riverside. In exchange for these assets, the Company
received a three-year $870,000 unsecured promissory note and Riverside's
agreement to pay 10% of future net income of these operations (subject to a
maximum of $429,000 plus interest). The terms of the transaction were approved
by a committee of disinterested members of the Company's Board of Directors. In
March 2000, the Company extended the terms of its note receivable from
Riverside. Under the revised terms, all previously accrued interest was paid to
the Company by Riverside on March 31, 2000. Interest accruing thereafter was to
be paid on a quarterly basis. Repayment of the remaining principal balance was
deferred for one year, with quarterly principal payments commencing on April 1,
2001 and ending June 30, 2002. On December 28, 2001 the Company amended the
terms of its note receivable with Riverside in an agreement that extended the
payment of principal and interest, due in full, on December 28, 2002. As of
December 29, 2001 the remaining principal balance of the note was approximately
$402,000, with accrued interest of $28,000, of which $25,000 was paid on
January 3, 2002.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                  WICKES INC.

                             By:  /s/ James A. Hopwood
                                  --------------------
                                  James A. Hopwood
                                  Senior Vice President, Chief Financial Officer
                                  (Principal Accounting Officer)

Date: May 1, 2002