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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(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 31, 1998
                                       OR

     / /  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

      For the transition period from _________________ to _________________

                         Commission File Number 0-23688

                        ---------------------------------

                           AMERICAN BUILDINGS COMPANY
             (Exact name of registrant as specified in its charter)

                        ---------------------------------

            Delaware                                           63-0931058
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                  1150 State Docks Road, Eufaula, Alabama 36027
                    (Address of principal executive offices)

                                 (334) 687-2032
              (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 $.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. /x/

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant  was  approximately  $97,233,575  as of the close of business on
March 17, 1999.

     The number of shares of Common  Stock,  $.01 par value,  outstanding  as of
March 17, 1999 was 5,105,180.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of the  registrant's  definitive  Proxy  Statement  to be used in
connection with its Annual Meeting of Stockholders to be held on April 27, 1999,
are incorporated by reference into Part III of this Report.


<PAGE>


ITEM 1. BUSINESS

     American  Buildings  Company  ("ABC"  or the  "Company")  is a  diversified
manufacturer   and   marketer  of   construction   products   and  services  for
non-residential and residential applications.  The Company designs, manufactures
and sells metal building systems,  which consist of structural  framing and wall
and roof panels,  for  industrial,  commercial and  institutional  markets.  The
Company's  metal  building  systems are  generally  custom-designed  to meet the
specific  needs of the  end-user  and to  allow  for easy  on-site  assembly  by
builders and independent erectors.  The Company's metal building systems average
approximately  11,800  square  feet in size,  although  the  Company  frequently
provides larger  buildings of up to one million square feet or more. The Company
markets  its metal  building  systems  nationwide  through  approximately  1,120
authorized builder/dealers.  ABC has capitalized on its extensive builder/dealer
network and  engineering  expertise  to expand into the emerging  metal  roofing
market.  The Company has a separate  roofing  products'  sales,  engineering and
customer  service  organization,  which markets and sells the Company's  roofing
products to its  builder/dealer  network and approximately 370 preferred roofing
contractors. The Company also provides specialty engineering services for large,
complex building structures,  manufactures and markets  mini-warehouses to serve
the growing  self-storage  market and secondary building components to serve the
Company's  builder/dealers  and  roofers  as  well as the  general  construction
industry,  and paints steel coils.  In addition,  the Company  manufactures  and
markets steel  sectional  upward acting doors for  residential,  commercial  and
self-storage applications, as well as light gauge steel framing systems and roof
trusses.  The Company also operates an  ICC-licensed  trucking  subsidiary.  ABC
markets its  products  and  services  throughout  North  America and in selected
international  countries.  The  Company  derived  95.3%,  92.8% and 71.9% of its
respective 1996, 1997 and 1998 net sales from the sale of metal building systems
and  roofing and  architectural  products  and  secondary  building  components.
Approximately  23.8% of the Company's  1998 net sales were derived from the sale
of steel sectional upward acting doors.

Industry Overview

     Since the  inception of the metal  buildings  industry in the 1940s,  metal
building  systems  have  become a highly  accepted  method of  construction  for
low-rise,   non-residential   structures,   such   as   factories,   warehouses,
distribution  centers,  athletic and event  centers,  office  buildings,  retail
establishments,  banks and schools. Based upon information reported by the Metal
Building  Manufacturers  Association  ("MBMA"),  an industry trade  association,
metal building systems  accounted,  on a square footage basis, for approximately
70%  of  low-rise,  non-residential  structures  of up to  150,000  square  feet
constructed  in  1998,  compared  to 65% in 1995 and 54% in  1987.  The  Company
believes  the  cost  of  the  metal   building   system   generally   represents
approximately  15% of the total cost of constructing the building.  In 1997, the
non-residential market for metal buildings consisted primarily of three distinct
markets: (1) manufacturing  buildings,  which accounted for approximately 46% of
metal building systems industry sales; (2) commercial buildings, which accounted
for approximately  31% of such industry sales; and (3)  institutional  buildings
and other categories,  which in the aggregate accounted for approximately 23% of
such industry sales.

     Industry demand for metal building systems is cyclical and highly sensitive
to overall  economic  conditions,  dependent to a large degree upon the level of
non-residential   construction  activity,  the  availability  of  financing  for
construction  projects,  interest  rates  and  other  factors  that  affect  the
construction  industry.  According to  information  reported by the MBMA,  metal
buildings  industry sales increased from  approximately  $1.0 billion in 1982 to
approximately  $1.7 billion in 1989, but subsequently  declined to approximately
$1.3 billion in 1991. Demand in the metal buildings industry was flat in 1992 at
approximately $1.3 billion, but increased to approximately $1.5 billion in 1993,
$1.9 billion in 1994, $2.2 billion in 1995, $2.3 billion in 1996,

                                       -1-

<PAGE>



$2.5 billion in 1997 and $2.7 billion in 1998.(1) The decline in industry volume
during  1990  and  1991  and  flatness   during  1992  adversely   impacted  all
manufacturers,  and caused a number of them to close  manufacturing  facilities.
The  five  largest  manufacturers  of  metal  buildings  in the  United  States,
including  ABC,  collectively  accounted for  approximately  69%, 68% and 63% of
1996,  1997 and 1998  industry  sales  reported to the MBMA,  respectively;  the
balance of the manufacturers are predominantly small or regional competitors.

     In the early years of the industry,  metal building systems were most often
used for factories,  warehouses,  distribution centers and other applications in
which  the  exterior  appearance  of  the  building  was  not as  significant  a
consideration  to  customers  as  construction   cost,   efficiency,   speed  of
construction  and  other  factors.   Technological   advances  in  products  and
materials, as well as the advent of modern computer-aided engineering and design
techniques,  have led to the  development of structural and roofing systems that
are compatible  with more  traditional  construction  materials.  Architects and
designers now often combine a metal building system with masonry, glass and wood
exterior  facades in order to meet the aesthetic  requirements of building codes
and potential customers while preserving the inherent favorable  characteristics
of metal building systems.  As a result, the uses for metal building systems now
include office buildings,  showrooms,  retail stores,  banks,  schools and other
non-residential  buildings for which aesthetics and  architectural  features are
important  considerations.  The Company believes that competing in markets where
customers seek unique aesthetic or functional  features for a structure places a
premium on the  manufacturer's  custom design and engineering  capabilities,  as
well as the strength of its distribution network.

     The Company  believes that, as a result of  improvements  in metal building
design and engineering,  metal systems  construction has become more competitive
with the more  traditional  forms of  construction,  although some customers may
prefer other forms of  construction  for aesthetic  reasons.  Nevertheless,  the
Company  believes that metal building  systems have gained market share from the
more traditional forms of construction for the following reasons:

     Short Construction Time. In many instances, it takes less time to construct
a metal building  system in comparison to other building  types,  in part due to
the fact that a contractor can prepare the building site while the  manufacturer
designs and  manufactures the building  system.  In addition,  since most of the
work is done in the factory,  the likelihood of  construction  delays  resulting
from bad weather is reduced.

     Low  Material  Costs.   Most  metal  building  system   manufacturers   use
computer-aided  analysis  and design to fabricate  structural  members with high
strength-to-weight ratios, minimizing raw materials costs.

--------
(1)  The market share information of ABC in the metal buildings  industry (which
     is measured in terms of sales  dollars  shipped (as opposed to sales orders
     received))  and  sales  information  for  the  metal  buildings   industry,
     including the total market and the market share and sales  information  for
     competitors  of the Company,  included  herein are derived solely from data
     reported by the MBMA, an industry  trade  association,  in March 1999.  The
     Company  believes that the 32  manufacturers  of metal building systems who
     are  currently  members of and  report  information  to the MBMA  represent
     approximately  90% of the total  industry  sales.  The sales data which the
     Company  reports to the MBMA,  and on which the Company's  metal  buildings
     industry  market share  information  included  herein is based,  consist of
     sales of the Company's  Construction  Products Group (which are referred to
     herein  collectively as "the Company's metal buildings industry sales"). In
     1996 the Company created a Construction  Products Group,  which consists of
     the  Company's  metal  buildings  systems,  roofing,  self  storage,  heavy
     fabrication and components divisions.


                                       -2-

<PAGE>



     Low Construction Costs.  Factory labor rates are generally lower than field
construction labor rates. Additionally, building system components produced in a
controlled  factory  environment  generally  tend to be of higher  quality  than
components built under the sometimes adverse weather conditions in the field.

     Ease of Expansion and  Flexibility.  Metal building systems can be modified
quickly  and  economically  before,  during  or after  the  building  system  is
completed to accommodate expansion. Typically, a building system can be expanded
by removing the end or side walls,  erecting new framework,  and adding matching
wall and roof panels.

     Low Operating Costs. Metal will not deteriorate  because of cracking,  damp
rot and insect  damage and metal  buildings  are easy to insulate.  Furthermore,
factory  applied  roof and  siding  panel  coatings  resist  cracking,  peeling,
chipping, chalking and fading.

     Improved  Aesthetics.  Metal  building  systems'  aesthetic  qualities have
dramatically  improved  with advances in design,  materials and coatings.  Metal
building systems can be combined with masonry, glass or wood facades in order to
meet  customers'  aesthetic  requirements  while  maintaining  many of the basic
advantages of metal buildings.  The Company believes that an end-user's decision
between  metal  buildings  and  buildings   constructed  with  more  traditional
materials  (e.g.,  wood,  brick) is based on personal  preferences for aesthetic
features and price.

     The cost of metal  building  systems  compares  favorably  to  conventional
construction  primarily  because the secondary  structural  framing and covering
system are made from cold-formed  steel products,  thus reducing cost. The rigid
primary  structural  framing  is  also  manufactured  in a  low  labor-intensive
process,  relying to a large extent on semi-automatic  welding machinery to form
the various  structural parts. Cost  competitiveness  can vary based on the type
and  complexity of the building,  including bay spacing,  loads and cover system
requirements.

     In  addition  to  metal  building  systems,  some  metal  building  systems
companies have targeted the  non-residential  roofing business as an opportunity
to expand  the  applications  of their  base  product.  The  development  of the
standing seam roof as an alternative to the traditional  through-fastened  metal
roof and long life panel finishes have  accelerated the growth of this market by
providing the industry  with a product to market as a  replacement  for built-up
and  single-ply  roofs or as a retrofit  over those roofs.  Although the upfront
costs of a metal roof are 20-25%  greater than those of roofs  constructed  with
more traditional materials,  ABC believes that the cost savings over the 20-year
life of the metal roof exceed 10% per year due to energy  efficiencies and lower
maintenance   requirements.   According  to  the  National  Roofing  Contractors
Association,  the market for  non-residential  roofing in 1997 was approximately
$14.2 billion,  divided between retrofit roofing  (approximately  $10.8 billion)
and new roofing  (approximately  $3.4  billion).(2)  The Company  believes metal
roofing in 1997 accounted for  approximately  4.6% of the total  non-residential
roofing market.

     The  non-residential  construction  industry is highly sensitive to overall
economic  conditions,  and from  time to time has been  negatively  impacted  in
numerous geographic regions by unfavorable economic conditions,

--------
(2)  The  sales  information  for the  roofing  industry  is  derived  from data
     published by the National  Roofing  Contractors  Association  ("NRCA"),  an
     industry  trade  association,   which  compiles  information  from  roofing
     contractors and makes certain extrapolations to determine the total market.
     The  Company  does  not,  and  believes  other  metal   buildings   systems
     manufacturers do not, report roofing sales to the NRCA.


                                       -3-

<PAGE>



relatively  high vacancy  rates,  changes in tax laws  impacting the real estate
industry and the unavailability of financing.  Demand for the Company's products
may be adversely  affected by the weakness of demand within particular  customer
groups or a recession  in the  construction  industry or  particular  geographic
regions,  which may adversely  affect the Company's  results of operations.  The
timing and severity of future  economic or industry  downturns are not currently
determinable,  and any such downturn could have a material adverse effect on the
Company's results of operations and business.

Company Strategy

     The  Company's  business  strategy  is  focused  on  increasing   long-term
profitability  through  enhancement  of  its  strong   builder/dealer   network,
technological  innovations,  cost efficiencies,  internal  investment,  capacity
expansion and expansion  into related  lines of business.  The Company  believes
that  its  recent   growth  and   prospects  for  the  future  result  from  its
implementation of the following strategies:

     Strong National  Builder/Dealer  Network. The Company has established,  and
continues  to  enhance,  its  strong  builder/dealer  network.  ABC  focuses  on
attracting design/build and negotiating contractors, which typically have higher
margins than bid-oriented general  contractors.  In 1997 and 1998, ABC added 152
and 144 builders,  respectively,  to its builder/dealer  network and dropped 240
poorly  performing  builders in aggregate  during these years. In 1997 and 1998,
the 152 new builders and 144 new builders accounted for approximately 6% and 5%,
respectively,  of the Company's  metal  buildings  industry  sales.  The Company
believes that its product mix, which includes roofing and architectural products
and its specialty engineering group responsible for the design of large, complex
buildings, as well as its national accounts program, which focuses on developing
business  from  large,   frequent   builders  of  metal  building   systems  and
relationships with major engineering, architectural and construction firms, will
assist ABC in attracting and retaining the industry's  highest caliber  builders
as well as establishing  relationships  with large frequent  purchasers of metal
building  systems.  The  Company's  relationship  with its  builder/dealers  and
preferred roofing contractors is non-exclusive.

     Technology Design Leadership.  In 1991 the Company introduced  Spectrum,  a
personal  computer-based  proprietary  design,  estimating and ordering software
system which allows a builder to rapidly  design  projects and produce  complete
cost  data and  computer  generated  drawings  for most of the  Company's  metal
building  systems.  The Company  believes that Spectrum's ease of use provides a
competitive edge to ABC's builders.  Approximately 95% of the Company's builders
are currently  trained and licensed to use  Spectrum.  Based upon the success of
Spectrum, the Company introduced Summit, a personal  computer-based  proprietary
design,  estimating and ordering software system  specifically  designed for the
metal  roofing  market,  in  April  1994.  Approximately  89% of  the  Company's
preferred roofing  contractors are currently trained and licensed to use Summit.
The Company intends to continue to enhance its technology to improve its ability
to  accurately  and  competitively  price the  Company's  products  and use this
competitive strength to recruit new builders.

     Expansion  of  Non-Residential  Metal  Roofing  Business.  The  Company has
focused on expanding  its roofing and  architectural  products  business to take
advantage  of the rapid  growth  and  acceptance  of metal  roofing in the $10.8
billion  retrofit  roofing and $3.4 billion new roofing  markets.  ABC devotes a
separate  sales,   engineering  and  customer   service   organization  for  the
distribution of non-residential roofing products. The Company believes that this
division also offers a new product line to its builder/dealer  network, and that
this product line assists the Company in attracting and retaining the industry's
highest quality builders.


                                       -4-

<PAGE>



     Internal  Expansion.  ABC opened  the  initial  phase of its  manufacturing
facility in Virginia in October 1994,  and  completed  this facility in December
1995.  Because  of the  significance  of  freight  and  delivery  charges to the
delivered  cost  of  metal  building   systems,   the  Company  believes  it  is
advantageous  to sell and deliver its  products  within a 500 mile radius of its
manufacturing  facilities.  The  Company  believes  that  locating a facility in
Virginia has allowed it to meet increasing demand in the East Coast market while
relieving capacity constraints at the Company's Alabama and Illinois facilities,
allowing  continued  growth in the  markets  supplied  by these  facilities.  In
addition,  in late 1996 and early 1997 the Company increased the capacity of its
Polymer Coil Coaters division by upgrading the line speed.

     Improvement of  Manufacturing  Efficiency and  Productivity.  Following the
Company's  recapitalization  in  January  1993 (see  "--Company  History"),  the
Company  implemented  a capital  expenditure  program to  improve  manufacturing
efficiency  and  productivity.  The  Company  spent  $9.3  million  during  1996
(including $3.6 million of capital expenditures for its Virginia facility,  $2.9
million to increase  capacity  at its Polymer  Coil  Coaters  division  and $2.1
million for office expansion),  $9.8 million during 1997 (including $3.6 million
for new technical and business systems), and $8.8 million during 1998 (including
$1.0 million for new technical and business  systems),  and currently intends to
spend $11.5 million  during 1999,  including  $1.6 million for new technical and
business systems, with the remainder for new equipment,  production controls and
other capital  expenditures  which the Company believes will enhance its overall
profitability by improving manufacturing  efficiency and productivity,  reducing
costs and increasing  capacity to meet  increasing  demand.  ABC is committed to
ongoing  reductions in its cost of producing metal building  systems in order to
increase its sales and market share in the metal buildings industry.

     International  Opportunities.  The Company intends to pursue  international
opportunities  through  export of its products and formation of joint  ventures.
The Company's joint venture,  American  Buildings Company Asia, L.P., was formed
to pursue the  manufacture  and sale of metal  building  systems in The People's
Republic of China and certain other  countries in Southeast Asia. The Company is
also currently marketing its products in Brazil and certain other Latin American
countries. See "--International Opportunities."

     Expansion into Related Lines of Business. The Company intends to expand the
construction  products and  services it offers,  both  through  acquisition  and
internal  development.  In December  1996,  the Company formed a new division to
pursue the  manufacture  and  marketing  of light gauge  steel  framing and roof
trusses for the light commercial  market. In December 1997, the Company acquired
the Windsor Door division of United  Dominion  Industries,  Inc., the industry's
fourth  largest  producer/marketer  of steel  sectional  upward acting doors for
residential and commercial applications. The Windsor Door division also produces
rolling  steel  doors  for  industrial  uses  and has a  contract  manufacturing
business  specializing  in metal  stampings.  In July  1998,  the  Windsor  Door
division acquired a California distributor of overhead doors.

Customers and Distribution Network

     The Company  distributes  its metal building  systems  through a nationwide
network  of  approximately  1,120  authorized  builder/dealers.  ABC  markets to
builders through a sales force of  approximately  40 persons located  throughout
the United States.  The Company  currently has an organization of  approximately
370 preferred roofing  contractors,  including  approximately 175 builders which
are part of the Company's metal building  systems  builder/dealer  network.  The
Roofing and Components  Group primarily  markets roofing  products and secondary
components through a separate sales force of 27 persons to ABC's  builder/dealer
network,  preferred roofing contractors and components customers. In both cases,
the Company's  engineering,  manufacturing and marketing personnel work directly
with the builder and contractor to establish job


                                       -5-

<PAGE>



specifications  and  modifications,  determine the  appropriate  pricing for the
Company's products and services,  generate drawings and establish production and
delivery  schedules.  The Company's  relationship with its  builder/dealers  and
preferred roofing contractors is non-exclusive.

     The   Company's   authorized   builder/dealer   organization   consists  of
independent  contractors  who market ABC products to end-users.  These  builders
usually erect the metal  building  system on the  customer's  site,  and provide
contracting and other ancillary  services to the completion of the project.  The
Company prices its products to the builder,  which usually marks up the price to
its  customer as part of the overall  construction  arrangement  or bid with its
customer.  The Company  focuses on developing  relationships  with the strongest
builders in each market and recruiting design/build and negotiating contractors,
which  typically  have higher  margins than  bid-oriented  general  contractors.
Before a builder can become an authorized  ABC builder,  the Company  performs a
market  analysis of the  builder's  region to  determine  their market share and
position,  as well as  background  and credit  checks to ensure that the builder
meets ABC's  standards.  ABC  believes  the  reputation  of the  builder/general
contractor, price and the ability to meet customer specifications and deliver on
time are key factors  utilized by end-users in selecting  among  competing metal
building  systems.  Geographic  location is also important to customer  service,
helping ensure reliable delivery and minimizing freight expense. During 1997 and
1998, the Company's  largest  builder  accounted for  approximately  1.5% of the
Company's  total  metal  building  systems  sales in both  years,  while the ten
largest builders  accounted for approximately  8.0% and 10.6%  respectively,  of
such sales.

     The Company  has written  agreements  with its  authorized  builder/dealers
which  generally  grant  the  builder  the  non-exclusive  right to  market  the
Company's  products  and are  generally  cancelable  by either party on 90 days'
notice (five days in the case of certain  specified  events).  The agreements do
not  prohibit  the  builder  from  marketing  metal  building  systems  of other
manufacturers,  although as a matter of practice most of the Company's  builders
work only with ABC  because of ABC's  commitment  to its  builders.  The Company
provides its builders with sales and pricing information, design and engineering
manuals,  drawings and  assistance,  Spectrum for  estimating  and quoting jobs,
advertising   and  promotional   literature,   a  full-time   customer   service
representative  and  training for the  builder's  personnel.  The Company  often
participates on a limited basis with cooperative advertising arrangements,  such
as yellow pages  advertisements,  with its  builders.  The Company also sponsors
periodic  builders  meetings at which it conducts seminars to assist builders in
marketing the Company's  products.  In 1993, the Company  established the Golden
Eagle program,  designed to recognize and reward the Company's  highest caliber,
highest volume builders. For these builders, the Company provides special levels
of support,  including  free upgrades on Spectrum,  free access to the Company's
training seminars,  special customer service telephone lines and eligibility for
incentive awards.  Approximately 224 builders are currently  participants in the
Golden Eagle program.

     The builder  functions as the Company's  direct link to the  end-user.  The
Company provides  marketing  support and engineering  resources for its builders
and relies  upon each  builder's  knowledge  of the local  market.  The  Company
believes that its builder  relationships give it prompt and cost effective entry
into a local market.  The metal  buildings  industry  generally  has  gravitated
toward the  builder-manufacturer  relationship.  However, two of the other three
largest  national   manufacturers   each  has  its  own  construction   company,
circumventing  local builders in the  marketplace.  This direct  approach allows
these manufacturers to compete for large projects without involving the services
of a local  builder.  The Company  believes  that by not forming a  construction
subsidiary,  it has strengthened its relationship with its builders,  because it
does not compete with them to construct  buildings,  and has encouraged builders
to pursue a relationship with the Company.



                                       -6-

<PAGE>



     The Company continually seeks to enhance its strong builder/dealer network.
The following table sets forth  information  relating to the total number of the
Company's authorized builder/dealers, and the number of builder/dealers added to
and terminated from its  builder/dealer  network,  in each of the Company's last
three fiscal years:


              Number of
           Builder/Dealers                    1996           1997           1998
           ---------------                   -----          -----          -----
At January 1, .....................            983          1,064          1,121
Added .............................            184            152            144
Terminated ........................            103             95            145
                                             -----          -----          -----
At December 31, ...................          1,064          1,121          1,120
                                             =====          =====          =====


Although some builder/dealers  chose not to continue to be part of the Company's
authorized  builder/dealer  network during this period, the substantial majority
of  builder/dealers   who  ceased  to  be  part  of  the  Company's   authorized
builder/dealer  network  were  dropped by the Company for poor  performance.  In
order to enhance its builder/dealer  network, the Company began focusing in 1993
on identifying and dropping from its  builder/dealer  network poorly  performing
builders.   The  Company   expects   that  it  will   continue  to  enhance  its
builder/dealer  network by actively  recruiting  strong  builders  and  dropping
poorly  performing   builders.   The  Company   anticipates  that  it  will  add
approximately  as many new  authorized  builders/dealers  to its  builder/dealer
network as are terminated  and, as a result,  the Company  expects the number of
authorized  builder/dealers  will remain  relatively  constant over the next two
years, although there can be no assurance of this.

     The Company's Heavy Fabrication  division is a specialty  engineering group
that  combines  the  Company's  metal  buildings  technology  with  conventional
construction  techniques and applications to design and engineer large,  complex
buildings.   This  division  markets   primarily  to  major   architectural  and
engineering  firms,  large  general  contractors  and ABC  builder/dealers.  The
Company  anticipates that its national  accounts program  (described below) will
enhance the growth of the Heavy Fabrication  division by assisting it in closing
orders and  developing  relationships  with  prospective  partners such as major
engineering,  architectural  and  construction  firms. The Company also believes
that its  Heavy  Fabrication  division  offers  its  builder/dealer  network  an
additional service.

     The  Company's  Roofing and  Components  Group's  sales force markets metal
roofing  products and  secondary  components  to both the  Company's  authorized
builder/dealer  network  and  to  preferred  roofing  contractors.  The  Company
believes  that  roofing  contractors  are far more likely to be  contacted  by a
building  owner  when a new  roof  is  needed,  and,  accordingly,  the  Company
established  a network  of  preferred  roofing  contractors  to market its metal
roofs.  The Company devotes a separate sales,  engineering and customer  service
organization to the distribution of non-residential  roofing products. By having
a separate  organization  whose  compensation  is tied  directly to the sales of
roofing  products,  the Company  believes it has created a more  motivated  work
force than if it used its established metal building systems sales organization.
As with its metal building systems builder/dealer  network, the Company supports
its  contractors  with sales and  pricing  information,  design and  engineering
manuals,  a full-time  customer  service  representative  and  training  for the
roofer's personnel.


                                       -7-

<PAGE>



     In late 1992, the Company  reinstated its national accounts program,  which
focuses on developing business from large,  frequent builders and users of metal
buildings  and   relationships   with  major   engineering,   architectural  and
construction firms. The Company believes that a national accounts program allows
it to establish  relationships  with large  industrial  and retail  companies on
their specific  projects,  which it can then refer to local builders who may not
have a  relationship  with such  company at the  corporate  level.  The  Company
believes this will further  strengthen  ABC's  relationships  with its strongest
builders  and assist in  recruiting  new  builders.  ABC  believes  this program
benefits its Heavy Fabrication,  Roofing,  Components and Metal Building Systems
divisions.

     Windsor Door markets to the  residential  and  non-residential  commercial,
industrial and self-storage  door market through a network of approximately  400
independent  distributors and 31 Company-owned  distribution  centers.  Products
include  sectional  garage  doors and rolling  steel  doors.  Windsor also has a
contract manufacturing business specializing in steel stampings.  These products
are sold by an in-house sales force calling on targeted accounts.

Design and Engineering

     The   manufacture   and  marketing  of  metal   building   systems   depend
significantly  upon  engineering  and  design  capability  and  capacity.  Metal
building systems must be designed to meet end-users' requirements and to satisfy
applicable local building codes.

     The Company's metal building systems are typically  planned and designed by
the  builder  using  Spectrum,  which  was  introduced  in 1991 to  enhance  the
productivity of the sales and estimating functions. The Spectrum database, which
is  periodically  updated,  includes all local  building  codes,  the  Company's
products and prices therefor,  delivery costs and design features.  The Spectrum
software  system  allows a builder to produce  complete  cost data and  computer
generated  drawings for most of the Company's metal building  systems.  Spectrum
produces  purchase  order  documentation,  and  supports  builders by  compiling
specification reports,  proposals and other sales related documentation designed
to support the builder's  selling efforts.  Since the pricing of the building to
the builder is included in the Spectrum  software,  the  calculation  of project
costs is on-line,  thereby  eliminating the time consuming  process of pricing a
building component by component from a catalogue. The system further enables the
Company's  builder/dealer  network to  rapidly  design  projects  and allows the
Company  and  its  builders  to  price  projects  to  achieve  desired  margins.
Furthermore,   Spectrum   provides   builders  with  the   flexibility  to  make
modifications  to the design of the project and  receive  instant  cost data and
project  renderings  reflecting such changes.  Although several of the Company's
competitors have also introduced  design,  estimating and ordering  software for
use by their builders,  the Company  believes  Spectrum's ease of use provides a
competitive  edge to ABC's  builders.  Approximately  95% of ABC's  builders are
currently trained and licensed to use Spectrum.

     Typically,  a builder  estimates a metal  building  system using  Spectrum.
However, there may be projects,  generally for large or complex buildings, which
require the builder to seek  estimating and design  assistance from the Company.
In these cases,  the initial Spectrum designs are improved upon by the Company's
sales  and  engineering  departments,  working  in close  coordination  with the
builder,  in an attempt to determine the most  cost-effective  design within the
guidelines  provided by the end-user or the architect or engineer working on the
project.

     The  Company  has also  developed  a  personal  computer-based  proprietary
design,  estimating  and  ordering  software  system,  Summit,  to  enhance  the
productivity of the sales and estimating functions for the


                                       -8-

<PAGE>



metal  roofing  market.  Summit,  which the  Company  introduced  in April 1994,
operates  similarly to Spectrum.  Approximately  89% of the Company's  preferred
roofing contractors are currently trained and licensed to use Summit.

     After  receipt  of an order  that  has been  priced  using  the  pre-design
features of Spectrum,  the  Company's  engineering  department  develops  actual
engineering design,  construction and fabrication  drawings to fulfill the order
requirements.  The engineering  department  ensures that the order, the drawings
and the estimate agree. Change orders are developed to correct any discrepancies
and to address  any  changes  after the order is  received.  The project is then
engineered  to  meet  the  local  building  code   requirements,   job  specific
characteristics and customer  specifications.  This includes, but is not limited
to,  addressing the member sizes needed to resist live loads,  collateral loads,
snow loads and seismic forces.  This design data is then utilized to develop the
construction  drawings and fabrication  drawings.  The construction drawings are
furnished to the builder for construction  and permit purposes.  The fabrication
drawings are furnished to the plants, either in hard copy or electronically,  as
needed for fabrication.

     As part of a strategy to bring engineering  services closer to its dealers,
ABC operates eleven  decentralized  engineering services centers across the U.S.
to increase the Company's ability to provide value added engineering support and
increase flexibility in addressing dealers' and customers' needs.

Manufacturing

     Once the  specifications  and designs of the  customer's  project have been
finalized,  the  manufacturing  process  begins.  The fabrication of the primary
structural  framing  consists of a process in which pieces of rigid steel plates
and bar stock are sheared and punched,  routed through a semi-automatic  welding
machine and sent through further fitting and welding processes.  This process is
the most labor intensive in the fabrication of metal building systems.

     The secondary structural framing and the covering subsystem are roll-formed
steel products. In roll forming,  coils of steel are decoiled and passed through
a series of  progressive  forming  rolls  which  shape the  steel  into  various
profiles of medium-gauge  structural  shapes and light-gauge  sheets and panels.
The  fabrication  of the  secondary  framing  and  covering  subsystems  is more
automated than that of the primary structural framing.

     Structural  framing members and covering  subsystems are shipped to the job
site for assembly by local  builders or independent  erectors.  ABC generally is
not  responsible  for  any  on-site  construction,  although  employees  of  the
Company's  marketing and  engineering  departments may monitor the project until
completion.  The time  elapsed  between  the  Company's  receipt of an order and
shipment of a completed  building  system  historically  ranges from four to ten
weeks, depending upon the backlog at each manufacturing facility.

     The Windsor Door  manufacturing  process involves custom built roll formers
for  door  sections  and door  track  production,  spring  winders  and  plastic
extrusion  equipment.  Doors are  assembled on  automated  assembly  lines.  The
manufacturing  process for metal  stampings  involves  custom dyes used on metal
press equipment.

     The  Company  operates  ten  manufacturing   facilities.   Because  of  the
significance  of freight and  delivery  charges to the  delivered  cost of metal
building  systems,  the Company  believes it is advantageous to sell and deliver
its products  within a 500 mile radius of its  manufacturing  facilities.  Metal
building systems and roofing and architectural  products are manufactured at the
Eufaula, Alabama; El Paso, Illinois; Carson City, Nevada;


                                       -9-

<PAGE>



and La Crosse, Virginia plants. The components division operates out of a leased
facility in Birmingham, Alabama. Light commercial steel framing systems and roof
trusses are  manufactured at a leased facility in Atlanta,  Georgia.  ABC's coil
painting  plant is located in Birmingham,  Alabama.  Doors are  manufactured  in
Little  Rock,   Arkansas  and  Olivehurst,   California.   Metal  stampings  are
manufactured at a leased  facility in Little Rock,  Arkansas.  In addition,  the
Company owns a  manufacturing  facility in North Carolina where it  manufactured
modular  buildings.  The Company has  discontinued  this business and intends to
sell the facility once it has ceased all  operations at the facility.  See "Item
2. Properties."

Products and Services

     The  Company  conducts  its  business   through  10  operating   divisions,
Buildings,  Roofing,  Heavy  Fabrication,  Self Storage,  ABC Components,  Steel
Components Systems, Polymer Coil Coaters, Windsor Door, Light Commercial and ABC
Transportation,  which are organized by markets. These divisions complement each
other   through  a  combination   of  common   distribution   channels,   common
manufacturing  facilities or vertical  integration of products or services.  The
Construction  Products Group,  which consists of the Buildings Group (consisting
of the Buildings,  Heavy Fabrication and Self Storage divisions) and the Roofing
and  Components  Group  (consisting  of the Roofing,  ABC  Components  and Steel
Components  Systems  divisions)  all use as a  distribution  base the  Company's
nationwide network of approximately 1,120 authorized  builder/dealers,  with the
Roofing and  Components  Group  expanding  from that base to other  distribution
networks. Products for these Groups are manufactured in the Company's four metal
building  systems  manufacturing  facilities.  Because  the  primary  structural
framing  is the most  labor  intensive  portion  of the  manufacturing  process,
capacity  for roofing  and steel  component  parts  exists even when the primary
structural lines are operating at full capacity. In addition,  the Company has a
manufacturing  facility  devoted solely to the  manufacture  of components.  The
Polymer  Coil  Coaters  division  paints  coils for both the  Buildings  and the
Roofing  and  Components  Groups and the  Windsor  Door  division.  ABC's  Light
Commercial  division  was  formed in late 1996 to  address  the market for light
gauge steel  framing and roof trusses.  The Windsor Door  division  produces and
markets steel  sectional  upward acting doors for  residential,  commercial  and
self-storage  applications and rolling steel doors for industrial uses and has a
contract manufacturing business specializing in metal stampings.  The Company is
utilizing its  builder/dealer  network to expand the market for the Windsor Door
division's  door  products.  The  Company  produces  roll up doors  for the Self
Storage division and metal stampings for the Construction  Products Group at its
Windsor  Door  facilities.   The  ABC  Transportation  division  transports  raw
materials  to the  Company's  manufacturing  facilities  and  delivers  finished
products to customers throughout the United States.

     Buildings Group

     The Buildings  Group,  which  consists of the  Buildings,  Self Storage and
Heavy Fabrication divisions,  designs,  engineers,  manufactures and sells metal
building systems for the low rise, non-residential  construction market. Typical
structures  include  factories,  warehouses,   distribution  facilities,  public
buildings,   schools,   churches,   healthcare  facilities,   aircraft  hangars,
showrooms,    office   buildings,    retailing   establishments,    self-storage
mini-warehouses  and numerous other private sector and community  purposes.  The
Company's metal building systems are  custom-designed and engineered to meet the
specific  needs of the  end-user  and to  allow  for easy  on-site  assembly  by
builders or independent  erectors.  Each building system is  manufactured  for a
specific   customer  order.  The  Company's   average  order  size  is  $52,000,
representing a building of  approximately  11,800 square feet in size,  although
the Company  frequently  provides  larger  buildings of up to one million square
feet or more.



                                      -10-

<PAGE>



     The metal building systems manufactured by the Company are comprised of (1)
primary  structural  framing,  (2)  secondary  structural  framing,  and (3) the
covering system, which includes the roof, walls and trim. The building system is
designed to support externally applied loads.

     Primary Structural Framing. The primary structural framing, fabricated from
steel plate and bar stock,  supports the secondary structural framing,  roof and
walls.  Through  the  primary  framing,  the  force  of  all  applied  loads  is
structurally transferred to the foundation.

     Secondary  Structural Framing. The secondary structural framing consists of
medium-gauge, roll-formed steel components called purlins and girts. Purlins are
attached to the primary  frame to support  the roof.  Girts are  attached to the
primary frame to support the walls. The secondary structural framing is designed
to strengthen the primary  structural  framing and efficiently  transfer applied
loads from the roof and walls to the primary structural framing.

     Covering  System.  The  covering  system  consists of roof and wall panels.
These panels not only lock out the weather but also contribute to the structural
integrity of the overall building system.  Roof and siding panels are fabricated
from  light-gauge,  roll-formed  steel.  Accessory  components,  such as  doors,
windows, gutters and interior partitions, complete the metal building system.

     The Heavy  Fabrication  division is a specialty  engineering group which is
responsible for the design of large,  complex building  structures such as heavy
industrial  facilities,  exhibition halls, athletic and event centers,  airplane
maintenance  facilities and cogeneration and  waste-to-energy  facilities.  This
division's  design/build approach combines conventional  construction techniques
and applications  with the advantages of the Company's metal building systems to
design and engineer  large complex  buildings.  Typically,  over one-half of the
fabrication  for these projects is done by the Company's  plants and the balance
by outside structural fabricators.  Heavy Fabrication's larger projects included
two steel mills (one each in Indiana and  Illinois)  and a  fiberboard  plant in
Arkansas in 1996, a second  steel mill in Indiana,  a large  aircraft  hanger in
Georgia and a mining  facility in Chile in 1997, and two large aircraft  hangars
(one each in Oklahoma and Texas) and a large industrial  facility in Illinois in
1998.

     Roofing and Components Group

     The Roofing  division  manufactures  and markets metal roofing systems that
can be  installed  on any  type  of  building,  metal  systems  construction  or
conventional,  new or  existing.  The  Company's  engineers  work  closely  with
architects and contractors to design custom roofing  systems  according to exact
building specifications.  The Company's roofing systems can be adapted to suit a
wide variety of architectural and design  specifications.  ABC's roofing systems
consist of secondary framing and roofing panels of coated cold-rolled steel. The
roofing  panels  are  galvanized  or  galvalume   coated  for  higher  corrosion
resistance. Metal roofing systems can be painted in a number of colors, which is
becoming  an  increasingly  important  trend  in  commercial  and  pubic  sector
construction.  The majority of the Company's  roofing  systems are standing seam
roofs which ABC believes have considerable  advantages over conventional roofing
materials.  Standing seam roofs reduce the potential for leaks because there are
fewer  through-the-roof  fasteners  and the seams stand up to three inches above
the roof  drainage  plane.  By  means of a  substructure  of light  gauge  steel
members,  slope can be imposed on any roof. Panels are locked together as a seam
raised above the roof drainage plane. In addition,  when required by design, the
use of movable clips to attach the roof panels to the structural  support system
allows the roof surface to "float" over its  structural  supports,  enabling the
roof panels to expand and contract  with  fluctuations  in  temperature  without
developing cracks, fissures and other common causes of roof


                                      -11-

<PAGE>



leakage.  The increased longevity of standing seam metal roofing systems has led
to greater  market  acceptance.  The Company  believes  that such  systems  will
continue to gain market share from conventional roofing materials. The following
are the advantages of metal roofing systems over conventional roofing materials:

     Lower  Lifecycle  Cost - The  total  cost  over the  life of metal  roofing
     systems is lower than that of  conventional  roofing  systems  for both new
     construction and replacement  roofing.  For new  construction,  the cost of
     installing metal roofing is equal to the cost of conventional  roofing, and
     the longer life and lower maintenance costs of metal roofing make the total
     cost much more attractive.  For replacement roofing,  although installation
     costs are 60 to 70 percent  higher for metal  roofing due to the need for a
     sloping  support  system,  the lower  ongoing  costs  more than  offset the
     initial expenditure.

     Longevity - Metal  roofing  systems last for twenty to thirty years without
     requiring major  maintenance or replacement,  compared to five to ten years
     for  conventional  roofs.  The cost of leaks and roof  failure  can be very
     high,  including  damage  to  building  interiors  and  disruption  of  the
     functional usefulness of the building. Metal roofing prolongs the intervals
     between costly and time-consuming repair work.

     Aesthetics  - Metal  roofing  systems  allow  architects  and  builders  to
     integrate  colors and geometric design into the roofing of new and existing
     buildings,  providing a new and increasingly fashionable means of enhancing
     a  building's  aesthetics.   Conventional  roofing  material  is  generally
     unsightly tar paper or a gravel  surface,  and building  designers  tend to
     conceal roofs made with such materials.

     The Company's  roofing systems meet all necessary and appropriate  industry
codes  and   specifications.   All  orders  received  by  ABC  for  roofing  and
architectural products are fabricated in the Company's plants.

     The Components  division  manufactures  and markets  secondary  components,
which  consist  of wall and  roofing  panels,  trim  and  other  metal  building
accessories.  This division primarily serves the general construction  industry,
frame  fabricators  who do not have  production  capability  other than  primary
frames,  and the  Company's  builder/dealer  network.  These  customers  use the
components for repair and replacement jobs, or as parts for small buildings.

     Polymer Coil Coaters

     The Polymer Coil Coaters  division  paints  steel  coils.  This  division's
facility is located in Birmingham,  Alabama, adjacent to the U.S. Steel Division
of USX Corp.'s plant,  providing the Company with  substantial  cost  advantages
with respect to services  performed for U.S. Steel.  Approximately  25%, 20% and
22% of the division's gross sales for 1996, 1997 and 1998,  respectively (before
intercompany eliminations),  were to the U.S. Steel Division for that division's
customers who desired painted (as opposed to unpainted) coil. Approximately 51%,
55% and 51% of  Polymer  Coil  Coaters'  gross  sales for  1996,  1997 and 1998,
respectively  (before  intercompany  eliminations),  were to the Company and the
balance to  industrial  customers.  In October  1995,  the Company  began a $3.5
million capital  expenditure  program for new coater heads and a 40% increase in
line speed to increase capacity at the facility,  which was completed in January
1997.  U.S.  Steel  recently  added  a new  galvanizing/galvalume  line  at  its
Birmingham,  Alabama plant.  The Company  believes its ability to add additional
lines at its existing  facility is limited by local  environmental  regulations,
particularly those relating to air pollution. See "--Competition."



                                      -12-

<PAGE>


     Transportation

     The ABC Transportation  division  transports raw materials to the Company's
manufacturing  plants and delivers finished goods to customers around the United
States.  This  division  operates   approximately  149  leased  truck  cabs  and
approximately 376 leased flatbed  trailers.  The Company believes that operating
its own transport service enhances the quality of services provided by it to its
builder/dealer  network. This division also transports materials for third party
customers. The Company's ABC Transportation subsidiary is an ICC-licensed common
carrier,  licensed to carry all types of  materials  other than  explosives  and
household goods.

     Light Commercial

     The Company formed this division in December 1996 to pursue the light gauge
steel framing and roof truss market. It currently provides these products to the
low-rise commercial structures market in Atlanta, Georgia and surrounding areas.

     Windsor Door

     In December 1997 the Company  acquired  substantially  all the assets,  and
assumed  certain  liabilities,  of the Windsor Door division of United  Dominion
Industries,  Inc.  The Windsor  Door  division,  headquartered  in Little  Rock,
Arkansas, is the industry's fourth largest  producer/marketer of steel sectional
upward acting doors for residential,  commercial and self-storage  applications.
The division also produces  rolling  steel doors for  industrial  uses and has a
contract manufacturing  business specializing in metal stampings.  Door products
are  sold  through  independent  distributors  and  company-owned   distribution
centers.  The  Division  operates  two  plants  in  Little  Rock  and a plant in
Olivehurst,  California,  and has 31 Company-owned distribution centers. In July
1998,  the Windsor  Door  division  acquired a California  distributor  of steel
sectional upward acting doors for residential application.

     International Opportunities

     As part of its effort to increase the Company's  presence in  international
markets,  in  August  1995  ABC  and  China  Renaissance  Industries,   L.P.,  a
partnership formed to invest in non-listed  enterprises in The People's Republic
of China,  formed a joint venture to pursue the  manufacture  of metal  building
systems  in the PRC and  their  sale  throughout  most of  Southeast  Asia  (the
"Territory").  ABC has a 30%  interest  in the joint  venture,  and  exclusively
licensed to the joint venture on a  royalty-free  basis the right to use certain
of ABC's technology to pursue the manufacture and sale of metal building systems
in the Territory. The joint venture completed its initial manufacturing facility
in the PRC in October  1996.  ABC  received  a  technology  license  fee of $1.5
million,  of which  $750,000  was paid in each of 1995 and  1998.  ABC  invested
approximately  $4.5 million in the joint  venture  through the end of 1998.  The
Company is  marketing  its  products  in Asia,  Brazil and  certain  other Latin
American  countries,  and is  currently  developing  a dealer  network  in Latin
America to facilitate its sales there.

Suppliers

     The principal raw material used in the  manufacture of the Company's  metal
buildings,  metal  roofing,  doors  and  components  is  steel.  Components  are
fabricated from commonly  available  steel products  produced by mills including
bars, plates and cold rolled gauge and galvanized sheeting. In 1998, the Company
purchased


                                      -13-

<PAGE>



approximately  46% of its  steel  requirements  from two  steel  companies,  the
largest  of  which  accounted  for  approximately  27%  of the  Company's  steel
purchases.  Since the steel required for the Company's  operations  currently is
available from a number of domestic and foreign suppliers at competitive  prices
and the Company has not to date experienced any significant  quality or delivery
problems  with  its  current  suppliers,   the  Company  has  not  traditionally
maintained   an  inventory  of  steel  in  excess  of  its  current   production
requirements.  However,  there  can  be no  assurance  that  steel  will  remain
available or that prices will remain  stable.  If the available  supply of steel
declines,  or if one or more of the current  sources for any reason is unable to
meet the Company's requirements, the Company could experience price increases, a
deterioration of service from its suppliers, or interruptions or delays that may
cause the  Company to fail to meet  delivery  schedules  to its  customers.  The
Company  believes it obtains  delivery and service  benefits  from its suppliers
because it concentrates its purchases among a small number of them; nonetheless,
there can be no assurance  that these  benefits  will continue to be realized in
the future.

Backlog

     At December 31, 1998, the total backlog for orders  believed by the Company
to be firm was $104.4  million,  all of which the Company expects to fill during
the current fiscal year.  This compares with a total backlog of $95.5 million at
December 31, 1997, $80.9 million at December 31, 1996, $56.3 million at December
31, 1995 and $76.0  million at December 31, 1994.  Job orders,  including  those
believed by the Company to be firm, generally are cancelable by customers at any
time for any  reason,  although  the  customer  is  obligated  to pay any  costs
incurred  by the  Company  prior  to  cancellation  of an  order.  See  "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations."

Warranties

     The Company  provides  three  different  warranties  for its metal building
products.  First, the fabricated steel portion of the product carries a one-year
warranty  against  defective  material  and  workmanship.  Second,  an  extended
material  warranty is provided by the Company's  suppliers and passed through to
the Company's customers. These material warranties relate to long-life paint (20
years),  Premium 70, a prepainted  galvanized steel (20-25 years), and galvalume
aluminized or zincalume steel (20 years). Third, a twenty-year weather-tightness
warranty  against  leaks under  normal  weather and  atmospheric  conditions  is
available  for standing  seam roofs.  Windsor  Door has a one-year  warranty for
defective  material or  workmanship.  Additionally,  certain  model doors have a
limited  10-year or  lifetime  rust  through  warranty  to the  original  owner.
Historically, claims under these warranties have been immaterial.

Competition

     On the basis of data  reported  by the MBMA,  the  Company's  1998 sales of
metal building  systems  products  constituted  approximately  11.9% of reported
industry sales,  placing it as the fourth largest domestic  manufacturer  behind
the Building  Systems  division of Butler  Manufacturing  Company,  NCI Building
Systems, Inc. and the Varco-Pruden  Buildings Division of LTV Steel Corporation,
which accounted for approximately 18.6%, 14.5% and 12.4%, respectively, of total
1998 industry sales reported by the MBMA.  Other major  competitors  include the
Star and Ceco  Divisions  of  Robertson-Ceco  Corp.  and  Associated  Buildings.
Several of the Company's  competitors have greater financial  resources than the
Company.  The Company believes its American Buildings brand is the third largest
brand  behind the  Butler  and  Varco-Pruden  brands.  Competition  in the metal
buildings industry is intense and is based primarily on price, service,  quality
of the  builder/dealer  network  and the  ability to provide  added value in the
design of a building. The Company's ability to expand


                                      -14-

<PAGE>



its market share  depends in part on its ability to persuade  builders to market
the Company's products in lieu of those of its competitors, attract conventional
contractors to the metal  buildings  industry and develop a separate  network of
preferred roofing contractors to market its roofing products.  In addition,  the
Company  and  others  in  the  metal  building  systems  industry  compete  with
alternative  methods of building  construction.  Although the Company  maintains
metal  building  manufacturing  facilities  in  Alabama,  Illinois,  Nevada  and
Virginia, the Company's ability to quote competitive prices to customers located
more than 500 miles from one of these  facilities may be limited  because of the
significance  of freight and  delivery  charges to the cost of metal  buildings.
Foreign  companies  are not  presently  a  significant  factor  in the  domestic
marketplace,  and the  Company  does not expect  them to be in the near  future,
mainly  because  of  transportation  costs and the short  lead  times  generally
required by customers.

     The Roofing and  Components  Group  competes  with  numerous  suppliers  of
roofing  and  component  parts  as  well  as  other  metal   buildings   systems
manufacturers.

     There are currently four other companies  engaged in painting steel coil in
the southeastern United States. The Company believes that the recent addition of
two of these  facilities has resulted in overcapacity for steel coil painting in
the southeastern  United States and has created competitive  pressure.  However,
the Company  believes that its location  adjacent to a U.S. Steel plant provides
it with substantial cost advantages with respect to services  performed for U.S.
Steel.

     In the upward acting,  or garage door,  manufacturing  industry,  there are
five "full-line"  firms which serve a national base of customers.  ABC estimates
that these  companies have about 83% market share.  The Windsor Door  division's
current  market  share is estimated by ABC to be  approximately  8%,  ranking it
fourth.  Clopay  Corporation and Wayne Dalton Corporation are believed to be the
two largest manufacturers, with Overhead Door Corporation also being larger than
Windsor.

Regulatory Matters

     The Company's  manufacturing  facilities are subject to many federal, state
and local  requirements  relating  to the  protection  of the  environment.  The
Company believes it is in compliance in all material respects with environmental
standards applicable to its operations. The Company does not anticipate material
capital  expenditures to meet current  environmental  quality control standards,
but there can be no assurance that more stringent  regulatory standards will not
be established which might require such expenditures. The metal building systems
manufactured  by the Company  must meet zoning and  building  code  requirements
promulgated by local governmental agencies.

     The Company's operations are also governed by laws and regulations relating
to workplace safety and worker health,  principally the Occupational  Safety and
Health Act and regulations thereunder which, among other requirements, establish
noise  and  dust  standards.  Management  believes  that  it is  in  substantial
compliance  with these laws and  regulations  and does not  believe  that future
compliance with such laws and regulations will have a material adverse effect on
its results of operations, liquidity or financial condition.

Patents, Licenses and Proprietary Rights

     The Company has a United  States  patent on its standing  seam roof system.
The  Company  uses  various  trade  names and  trademarks  in the conduct of its
business  but has not  registered  such  names  or marks  with any  governmental
authorities.


                                      -15-

<PAGE>



Employees

     At December 31, 1998, the Company employed  approximately  2,850 people, of
whom approximately 155 were general and administrative personnel,  approximately
230 were sales personnel,  approximately 430 were engineering personnel, and the
remainder were production workers (including drivers). The hourly production and
maintenance employees of the Company's Polymer Coil Coaters Division and Windsor
Door Division's Arkansas and California manufacturing facilities are represented
by labor unions; the remainder of the Company's employees are not represented by
a labor union or a  collective  bargaining  agreement.  The Company  regards its
employee relations as excellent.

Company History

     The Company and its  predecessors  have been engaged in the manufacture and
marketing of metal building systems since 1947. In July 1986, a management group
led by the  Company's  chief  executive  officer at that time,  together  with a
private  investment  firm,  acquired the Company and Polymer  Metals,  Inc. from
Cronus  Industries,  Inc. in a $106.1 million leveraged buyout (the "1986 LBO").
Financing  for the 1986 LBO  consisted of $51.5  million of senior  debt,  $45.0
million of senior and  subordinated  notes,  $4.2  million of cash on hand,  and
approximately  $5.4  million  of equity.  Following  the 1986 LBO,  the  Company
operated  under  significant  cash  constraints  and, in response  thereto,  the
Company sold certain of its non-core businesses,  leased its Texas manufacturing
facility,  which took the Company out of a  significant  market and  resulted in
decreased  sales and closed  two  manufacturing  facilities  in Iowa and Ohio in
order  to cut  costs.  During  the  period  following  the 1986  LBO  until  the
Restructuring (defined below) was effected, the Company was able to retire $28.4
million of acquisition  indebtedness  through sales of assets and cash flow from
operations.  By the  end of  1990,  the  Company  was  experiencing  significant
financial  difficulties  as a result of its negative  net worth and  substantial
interest  payments,  which severely  limited the Company's  capital spending and
working capital.  As a result of the cash constraints and the general decline in
total metal  buildings  industry  sales,  the Company's net sales decreased from
$162.2  million in 1989 to $117.7  million in 1991,  the  Company  incurred  net
losses  in each of 1989,  1990  and  1991,  and the  Company's  metal  buildings
industry  market  share  decreased  from  8.9% in  1989  to 8.4% in 1990  before
increasing to 8.6% in 1991.

     In March 1991, the Company's debt and equity holders  completed a financial
restructuring (the  "Restructuring"),  effective December 31, 1990,  pursuant to
which the Company  restructured  its senior term and revolving  credit loans and
$21.5  million  of  subordinated  debt  from  the 1986  LBO was  converted  into
1,644,174  shares of Common  Stock,  representing  77.5% of the  Company's  then
outstanding  Common Stock. In the  Restructuring,  the subordinated debt holders
gained  control of the  Company's  Board of  Directors.  The  Restructuring  was
accounted for as a "quasi-reorganization," an elective accounting procedure that
permits a company emerging from financial difficulty to restate its accounts and
establish a fresh start in an accounting sense. The Restructuring  permitted ABC
to meet  all of its debt  service  obligations,  although  ABC  remained  highly
leveraged.  Despite the Company's continued capital constraints during 1992, the
Company's  revenues grew from $117.7  million in 1991 to $134.4 million in 1992,
and the Company's metal  buildings  industry market share increased from 8.6% to
9.7%.

     In January  1993,  ABC completed a  recapitalization  sponsored by Sterling
Ventures  Limited  in  conjunction  with New  Street  Capital  Corporation  (the
"Recapitalization"),  which reduced interest  expense,  retired higher rate debt
and provided the Company with greater operating flexibility to pursue its growth
strategy  and to invest  in its  businesses  through  its  capital  expenditures
program.  In May 1994, the Company  completed an initial  public  offering of an
aggregate of 1,825,000 shares of Common Stock at a purchase price


                                      -16-

<PAGE>



of $10.00 per share in an underwritten  public  offering  managed by Dean Witter
Reynolds Inc. and Prudential  Securities Inc. In addition,  certain stockholders
of the Company sold an  aggregate  of  1,016,757  shares of Common Stock in such
offering.  The net  proceeds to the Company of the  offering  were used to repay
long-term debt. The Company incurred an extraordinary  loss of $2.4 million (net
of applicable  income tax benefit of $1.5 million)  resulting from the write-off
of the deferred  financing costs and unamortized  discount  related to the early
extinguishment of debt with the proceeds of the offering.  In July 1995, certain
stockholders  of the Company sold an  aggregate  of  1,466,250  shares of Common
Stock at a price of $22.00 per share in an underwritten  public offering managed
by Dean Witter Reynolds Inc. and Wheat First Butcher Singer.

     Beginning in 1992,  following the 1991 Restructuring and the appointment of
Robert  Ammerman as Chief Executive  Officer and  accelerating in 1993, 1994 and
1995 with the financial  flexibility  provided by the  Recapitalization  and the
Company's initial public offering, the Company began to pursue several strategic
initiatives to strengthen its core operations and to rebuild its metal buildings
industry market share. These strategic initiatives initially included aggressive
pricing  of its  products,  but  subsequently  focused on  enhancement  of ABC's
builder/dealer  network.  The  Recapitalization  and the initial public offering
have  enabled the Company to pursue a business  strategy  focused on  increasing
long-term   profitability  through  enhancement  of  its  strong  builder/dealer
network,  technological innovations, cost efficiencies,  internal investment and
capacity  expansion.  As a result,  the Company's metal buildings industry sales
increased 14.8% in 1992, while metal buildings industry sales were flat, and the
Company's metal buildings  industry sales  increased  24.8%,  23.9% and 40.3% in
1993,  1994  and  1995,  respectively,  while  metal  buildings  industry  sales
increased 16.1%, 26.0% and 18.1%, respectively, as the U.S. economy emerged from
the  economic  recession  that  began in 1989.  The  Company's  metal  buildings
industry sales decreased 3.9% in 1996, while metal buildings industry sales were
flat,  and  increased  11.3% in 1997,  while  industry  sales  increased  12.2%.
Furthermore,  ABC's domestic  metal  buildings  industry  market share (which is
measured in terms of sales dollars shipped as opposed to sales orders  received)
increased  from  8.6% in  1991  to 9.7% in  1992,  and  10.4%  in  1993,  before
decreasing to 10.2% in 1994.  ABC's domestic  metal  buildings  industry  market
share increased to 11.9% in 1995, but decreased to 11.6% in 1996 and to 11.5% in
1997.  The decrease in market share in 1994 was  primarily  attributable  to the
high product demand which exceeded the Company's  manufacturing  and engineering
capacity. The Company believes that the establishment of new engineering service
centers as well as the  completion  of the  Company's  new Virginia  facility in
1995,  have  alleviated  these capacity  constraints.  The decrease in sales and
market  share in 1996 was  primarily  due to lower  backlog at December 31, 1995
resulting  from  increased  capacity in 1995 and lowering of sales prices in the
first half of 1996 to stimulate new business. In addition,  the unusually severe
weather in the eastern  half of the United  States in early 1996 also  adversely
affected 1996 sales. The slight decrease in metal buildings market share in 1997
was  primarily due to the Company's  focus on improving  margins and  optimizing
backlog.  The  increase in market  share in 1998 to 11.9% of  reported  industry
sales resulted  primarily from better builder  recruiting and utilization of the
Company's Carson City, Nevada manufacturing  facility. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."

     In  November  1996,  the  Company  acquired  the  Liberty,  North  Carolina
manufacturing  facility  of  American  Modular  Technologies,   L.L.C.  for  the
manufacture  of modular  buildings.  In December 1998 the Company  determined to
close this division.  Operations of the division will be phased down  throughout
1999,  as the  Company  has  ceased  taking new  orders  but  continues  to meet
contractual  obligations of in-process  business.  The Company has accounted for
this transaction as a discontinued operation and recorded a loss from operations
of $1.4  million  (net of income tax  benefit)  and a loss on  disposal  of $1.7
million (net of income tax benefit).  See "Item 7.  Management's  Discussion and
Analysis of Financial Condition and Results of Operations."


                                      -17-

<PAGE>




EXECUTIVE OFFICERS OF THE COMPANY

     The executive officers and key employees of the Company are as follows:


Name                        Age     Present Position with the Company
----                        ---     ---------------------------------

Robert T. Ammerman          59      Chief Executive Officer and Director

R. Charles Blackmon, Jr.    49      Executive Vice President--Chief 
                                        Financial Officer

Byron L. Brumfield          55      Vice President--Human Resources

William R. Buchholz         55      Vice President--Operations

R. Howard Burns             58      President--Windsor Door Division

Richard B. Haws             42      President--Light Commercial Division

William W. Riley            66      President of ABC Transportation Company

Anne M. Savage              43      Controller

Roy L. Smith                60      Vice President--Polymer Division

Joel R. Voelkert            50      President--Construction Products Group


Mr. Ammerman has been Chief  Executive  Officer and a director since joining the
Company in July 1992,  and served as  President  from July 1992  through  August
1996. From 1973 until he joined the Company, Mr. Ammerman was employed by United
Dominion Industries, Inc. and its affiliates,  including Varco-Pruden Buildings,
a manufacturer of metal  buildings.  Mr. Ammerman served in various  capacities,
including   Vice-President/General  Manager  Eastern  Division  of  Varco-Pruden
Buildings and President of the Buildings segment of United Dominion  Industries,
Inc., which included Varco-Pruden  Buildings,  Stran Buildings and AEP/Span. Mr.
Ammerman  was  Chairman  and a member of the  Executive  Committee  of the Metal
Building Manufacturers Association in 1995.

Mr. Blackmon has been Executive Vice  President--Chief  Financial Officer of the
Company  since  August  1996.  Mr.  Blackmon  served  as  Vice  President--Chief
Financial  Officer of the Company  from  October  1994 to August  1996,  as Vice
President--Finance  and  Administration  of the Company from May 1992 to October
1994,  as  Controller  of the  Company  from  1982 to May 1992 and as  Assistant
Controller from 1981 to 1982.
Mr. Blackmon is a CPA.

Mr.  Brumfield joined the Company as Vice  President--Human  Resources in August
1995.  From July 1984  until he joined  the  Company,  Mr.  Brumfield  served in
various human resources corporate positions with


                                      -18-

<PAGE>



Hercules  Inc., a major chemical  company.  Prior to that he was employed in the
aerospace, aluminum and hardboard industries for 20 years.

Mr.  Buchholz has been Vice  President--Operations  of the Company since January
1991.  Mr.  Buchholz  is  responsible  for  all  manufacturing   operations  and
purchasing.  From May 1979 to December 1990, Mr.  Buchholz served the Company in
various  capacities,  including  Manager  of  Industrial  Engineering  and plant
manager of the Company's former Houston facility.

Mr. Burns has been  President of the Windsor Door  division of the Company since
joining  the  Company  in  December  1997  in  connection   with  the  Company's
acquisition of the Windsor Door division of United Dominion Industries, Inc. Mr.
Burns joined the  predecessor of the Windsor Door division as President in 1986.
Prior to joining  Windsor Door,  Mr. Burns served in various  positions for Ceco
Door Products  Corporation,  a division of The Ceco Corporation,  including Vice
President -- Manufacturing.

Mr. Haws joined the Company as President--Light  Commercial Division in December
1996. Prior to joining ABC, he was  Manager-Light  Construction of American Iron
and Steel  Institute  from October 1990 to November 1996 and Senior  Development
Engineer for H.H. Robertson from March 1989 to September 1990.

Mr. Riley has been President of ABC Transportation  Company since November 1992,
and served as Vice President/General  Manager of ABC Transportation Company from
September 1979 until his election as President.

Ms. Savage has been Controller of the Company since January 1994. She joined the
Company in April 1993 as Manager of Customer Financial  Services.  From May 1983
until she  joined  the  Company,  Ms.  Savage was  employed  by United  Dominion
Industries, Inc. and held financial positions at its corporate office and two of
its metal building  industry  operating  divisions,  Varco-Pruden  Buildings and
Stran Buildings.  Prior to joining United Dominion Industries, Ms. Savage was an
audit manager at Ernst & Young. Ms. Savage is a CPA.

Mr. Smith has been Vice  President--Polymer  Division  since July 1986 and since
January  1981 has also  served as  President  of Polymer  Coil  Coaters  and its
predecessors.  Prior to joining ABC,  Mr.  Smith was  employed by United  States
Steel  Corporation  (now known as USX Corp.) for 15 years in various  capacities
including General Manager of Galvanizing Finishing.

Mr.  Voelkert  has been  President--Construction  Products  Group of the Company
since August 1996.  From April 1991 to August 1996 Mr.  Voelkert  served as Vice
President--Sales  and  Marketing of the Company.  Prior  thereto,  Mr.  Voelkert
served in various  capacities with the Company since joining in 1976,  including
as General Sales Manager,  General  Manager of Marketing  Services,  Director of
Marketing and District Sales  Manager--Florida  and the Caribbean.  Mr. Voelkert
was responsible for starting the roofing and architectural division in 1987.




                                      -19-

<PAGE>



ITEM 2. PROPERTIES

     Because  of  the  significance  of  freight  and  delivery  charges  to the
delivered  cost  of  metal  building   systems,   the  Company  believes  it  is
advantageous  to sell and deliver its  products  within a 500 mile radius of its
manufacturing  facilities.  The following  sets forth certain  information  with
respect to each of the Company's operating facilities:

<TABLE>
<CAPTION>
                                                                                               Owned or
                    Location/Purpose                                   Area                     Leased
                    ----------------                                   ----                     ------
<S>                                                        <C>                                  <C>
Eufaula, Alabama/Executive Office and                      295,000 square feet                   Owned
 Manufacturing Facility..................................  48.2 acres

Atlanta, Georgia/Manufacturing Facility..................  30,000 square feet                   Leased

Birmingham, Alabama/Manufacturing Facility...............  84,000 square feet                    Owned
                                                           6.0 acres

Birmingham, Alabama/Manufacturing Facility...............  56,000 square feet                   Leased

Little Rock, Arkansas/Manufacturing Facility.............  250,000 square feet                   Owned
                                                           18.3 acres

Maumelle, Arkansas/Manufacturing Facility................  181,000 square feet                  Leased

Olivehurst, California/Manufacturing Facility............  110,000 square feet                   Owned
                                                           20 acres

El Paso, Illinois/Manufacturing Facility.................  182,000 square feet                   Owned
                                                           10.3 acres

Carson City, Nevada/Manufacturing                          142,000 square feet                   Owned
Facility.................................................  18.8 acres

Liberty, North Carolina/Manufacturing Facility...........  160,000 square feet                   Owned(3)
                                                           29.3 acres
La Crosse, Virginia/Manufacturing                          197,000 square feet                   Owned
Facility.................................................  28 acres
</TABLE>

     The Company  also  leases 31  distribution  centers  for its  Windsor  Door
products  and a  156,000  square  foot  facility  in  Jamestown,  Ohio  which is
currently not being utilized in the Company's  operations.  This facility ceased
operations in October 1990 as part of ABC's cost cutting  efforts in response to
cash  constraints  resulting  from  its  1986  leveraged  buyout.  See  "Item 1.
Business--Company History."

     All of the Company facilities are in good operating condition.

--------
(3)  This facility was operated by the American Modular  Technologies  division,
     which the Company is in the process of shutting  down. The facility will be
     offered  for sale as soon as all  operations  cease,  which is  expected to
     occur  during  the  second  quarter  of 1999.  See  "Item  7.  Management's
     Discussion and Analysis of Financial Condition and Results of Operations."


                                      -20-

<PAGE>



ITEM 3. LEGAL PROCEEDINGS

         The  Company  is  involved  in  various  legal   proceedings  that  are
incidental  to the conduct of its  business.  The Company is not involved in any
pending  or  threatened  legal  proceedings  which the  Company  believes  could
reasonably  be  expected  to have a  material  adverse  effect on the  Company's
financial condition, liquidity or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable.


                                      -21-

<PAGE>


                                    Part II.

ITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED
        STOCKHOLDER MATTERS

     The Common Stock is quoted on the Nasdaq  National  Market under the symbol
"ABCO".  The Common Stock was initially  offered to the public on April 28, 1994
at $10.00 per share.  The following  table sets forth for the periods  indicated
the high and low reported sale prices per share for the Common Stock as reported
by the Nasdaq National Market.


                                                      High                 Low
                                                     -------             -------
Year Ended December 31, 1997
----------------------------
First Quarter ..........................             $ 29.00             $23.375
Second Quarter .........................             $ 29.50             $ 24.75
Third Quarter ..........................             $30.125             $ 26.00
Fourth Quarter .........................             $ 30.75             $ 25.00

                                                      High                 Low
                                                     -------             -------
Year Ended December 31, 1998
----------------------------
First Quarter ..........................             $ 30.50             $ 25.50
Second Quarter .........................             $ 34.75             $28.375
Third Quarter ..........................             $ 31.50             $ 23.00
Fourth Quarter .........................             $ 24.75             $ 20.00


     The number of  stockholders of record of Common Stock on March 17, 1999 was
approximately  80. On March 17, 1999, the last reported sale price of the Common
Stock as reported by the Nasdaq National Market was $19.75.

     The  Company  has never  paid  cash  dividends  on the  Common  Stock.  The
Company's credit facility prohibits the payment of dividends.


                                      -22-

<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                                          -------------------------------------------------------------------------
                                                             1998            1997           1996            1995            1994
                                                          ---------       ---------       ---------       ---------       ---------
                                                                            (in thousands, except per share data)
<S>                                                       <C>             <C>             <C>             <C>             <C>      
Statement of Operations Data:
Net sales ..........................................      $ 440,660       $ 311,967       $ 272,991       $ 281,450       $ 204,666
                                                          ---------       ---------       ---------       ---------       ---------
Cost and expenses:
  Cost of sales ....................................        368,941         256,285         228,321         228,088         164,694
  Selling, general and administrative ..............         37,855          27,607          24,190          26,567          21,830
                                                          ---------       ---------       ---------       ---------       ---------
                                                            406,826         283,892         252,511         254,655         186,524
                                                          ---------       ---------       ---------       ---------       ---------
Operating income ...................................         33,834          28,075          20,480          26,795          18,142
Interest expense (income), net .....................          4,981           1,061             143            (175)          1,369
                                                          ---------       ---------       ---------       ---------       ---------
Income from continuing operations before
  income taxes .....................................         28,853          27,014          20,337          26,970          16,773
Provision for income taxes(1) ......................         11,108          10,401           7,830           9,380           6,318
                                                          ---------       ---------       ---------       ---------       ---------
Income from continuing operations ..................         17,745          16,613          12,507          17,590          10,455
Discontinued operations(3):
  Loss from operations .............................         (1,404)           (762)            (60)           --              --
  Loss on disposal .................................         (1,746)           --              --              --              --
                                                          ---------       ---------       ---------       ---------       ---------
Income before extraordinary item(2) ................         14,595          15,851          12,447          17,590          10,445
Extraordinary loss on early extinguishment
 of long-term debt(2) ..............................           --              --              --              --            (2,425)
                                                          ---------       ---------       ---------       ---------       ---------
Net income(1) ......................................      $  14,595       $  15,851       $  12,447       $  17,590       $   8,030
                                                          =========       =========       =========       =========       =========
Earnings per share-Diluted(4):
  Income from continuing operations (1) ............      $    3.15       $    2.94       $    2.07       $    2.68       $    1.81
Discontinued operations(3):
  Loss from operations .............................          (0.25)          (0.13)          (0.01)           --              --
  Loss on disposal .................................          (0.31)           --              --              --              --
                                                          ---------       ---------       ---------       ---------       ---------
Income before extraordinary item(2) ................      $    2.59       $    2.81       $    2.06       $    2.68       $    1.81
Extraordinary loss on early
 extinguishment of long-term debt(2) ...............           --              --              --              --             (0.42)
                                                          ---------       ---------       ---------       ---------       ---------
Net income per common and
  common equivalent share(1)(4) ....................      $    2.59       $    2.81       $    2.06       $    2.68       $    1.39
                                                          =========       =========       =========       =========       =========
Weighted average number of common and
  common equivalent shares
  outstanding-Diluted(4) ...........................          5,629           5,649           6,040           6,554           5,780
                                                          =========       =========       =========       =========       =========
</TABLE>



                                      -23-

<PAGE>

<TABLE>
<CAPTION>
                                                                                      As of December 31,
                                                          -------------------------------------------------------------------------
                                                            1998            1997            1996            1995             1994
                                                          ---------       ---------       ---------       ---------       ---------
                                                                                       (in thousands)
<S>                                                         <C>             <C>             <C>             <C>             <C>     
Balance Sheet Data:
Working capital ....................................        $ 46,060        $ 34,293        $ 12,965        $ 27,116        $ 18,182
Total assets .......................................         214,716         209,164         100,681         101,343          85,149
Current maturities of long-term debt(5) ............           5,236          13,839             970             970           1,863
Long-term debt, net of current
  maturities .......................................          67,774          71,395          10,753           7,760          12,376
Stockholders' equity(6) ............................          70,745          55,796          41,466          53,511          37,075
</TABLE>

----------
(1)  In 1995, the Company eliminated a valuation allowance on net operating loss
     carryforwards  which resulted in a one-time  reduction of its tax provision
     and corresponding increase in net income of $1,005,000, or $0.15 per share.

(2)  In 1994, the Company incurred an  extraordinary  loss of $2,425,000 (net of
     applicable tax benefit of $1,436,000),  resulting from the write-off of the
     deferred  financing  costs and  unamortized  discount  related to the early
     extinguishment  of its  remaining  senior notes with the proceeds  from the
     Company's initial public offering.

(3)  In December 1998, the Company announced the closing of its American Modular
     Technologies division ("AMT"),  which it had acquired in November 1996. The
     transaction has been accounted for as a Discontinued Operation and resulted
     in the Company  recording a loss from operations of discontinued  operation
     of $1,404,000,  net of applicable tax benefits of $878,000, and a loss from
     disposal of  discontinued  operation of  $1,746,000,  net of applicable tax
     benefit  of  $1,094,000,  in 1998.  Data for  1996 and 1997  were  restated
     accordingly.

(4)  The  share  and per  share  information  for  1996,  1995 and 1994 has been
     restated to reflect  share and per share  information  in  accordance  with
     Statement of Financial  Accounting Standards No. 128, "Earnings per Share,"
     which  was  required  to be  adopted  by the  Company  effective  with  its
     financial statements for the year ended December 31, 1997.

(5)  Includes  $10,624,000  at  December  31,  1997  used to cash  collateralize
     letters of credit issued by its previous lenders until replacement  letters
     of credit are issued. As replacement letters of credit were issued in 1998,
     the cash was used to pay down the credit facility.

(6)  Includes  a  reduction  of   $28,688,000,   $28,451,000,   $26,531,000  and
     $1,071,000 in 1998, 1997, 1996 and 1995, respectively, which represents the
     Company's purchases of Treasury Stock.


                                      -24-

<PAGE>



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

     Statements  in this Annual  Report on Form 10-K  concerning  the  Company's
business  outlook or future  economic  performance;  anticipated  profitability,
revenues,  expenses or other financial items; and product line growth,  together
with  other  statements  that are not  historical  facts,  are  "forward-looking
statements"  as  that  term  is  defined  under  the  Federal  Securities  Laws.
Forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results to differ  materially from those stated in such
statements.  Such risks,  uncertainties and factors include, but are not limited
to, industry cyclicality, fluctuations in customer demand and order pattern, the
seasonal  nature  of the  business,  changes  in  pricing  or other  actions  by
competitors, and general economic conditions, as well as other risks detailed in
the Company's  filings with the  Securities and Exchange  Commission,  including
this Annual Report on Form 10-K.

Results of Operations

1998 Compared to 1997

     Net sales  increased 41.2% to $440.7 million in 1998 from $312.0 million in
1997.  Approximately  three fourths of this sales growth is  attributable to the
inclusion of Windsor Door ("Windsor"),  which was acquired in December 1997, for
the full year with the balance  attributable  to growth in the  Company's  other
core businesses.  Backlog at December 31, 1998 of $104.4 million was 9.3% higher
than  backlog at December 31, 1997.  Gross  profit for 1998  increased  28.8% to
$71.7  million from $55.7 million in 1997.  Gross margins  decreased to 16.3% in
1998  compared to 17.8% in 1997  primarily due to the decrease in margins in the
Construction  Products segment and the addition of Windsor,  which  historically
operates at lower margins than those the Company had achieved in 1997.  Selling,
general and  administrative  expenses for 1998 increased  37.2% to $37.9 million
from $27.6  million in 1997  primarily  due to the  inclusion of Windsor for the
full year. As a percentage  of net sales,  these  expenses  decreased to 8.6% in
1998 from 8.8% in 1997 as a result of the Company's cost containment strategy to
maximize cost reduction without adversely affecting long-term growth objectives.
The Company had net interest  expense of $5.0  million in 1998  compared to $1.1
million in 1997. The increase in interest  expense  resulted  primarily from the
Company's financing of the Windsor acquisition in December 1997 and the increase
in working capital necessary to support the Company's sales growth.  Income from
continuing  operations was $17.7 million in 1998, an increase of 6.8% over $16.6
million in 1997.

     In  December  1998,  the  Company  decided  to close its  American  Modular
Technologies ("AMT") division,  which is a modular buildings system manufacturer
located in Liberty,  North Carolina. AMT had been acquired in November 1996 and,
despite efforts to strategically  position itself in the market, was not able to
sustain  profitability.  The Company has  accounted  for this  transaction  as a
Discontinued  Operation  and  recorded  a loss  from  operations  of AMT of $1.4
million,  net of income tax benefit of $0.9  million,  and a loss on disposal of
AMT of $1.7 million, net of income tax benefit of $1.1 million, in its financial
statements for the year ended  December 31, 1998. The loss on disposal  includes
the write-down of long-lived  assets of $0.25 million,  severance costs of $0.30
million,  legal,  contract termination and various other shutdown costs of $0.35
million,  estimated carrying costs of the closed facility of $0.36 million,  and
anticipated losses during the shutdown period of $1.58 million, less the related
income tax benefits.  Results for 1997 and 1996 have been restated  accordingly.
After absorbing the losses from discontinued operations, net income for 1998 was
$14.6 million, a decline of 7.9% compared to $15.9 million in 1997.



                                      -25-

<PAGE>



Segment Results

     Net sales of the  Construction  Products  segment,  which  consists  of the
Company's Buildings Group and Roofing and Components Group, were $316.8 million,
an  increase  of 9.4% over $289.6  million in 1997.  Net sales in the  Buildings
Group  (consisting of the Company's  Metal  Buildings,  Heavy  Fabrication,  and
Self-Storage  divisions)  were $260.4  million,  up 9.5% from $237.8  million in
1997.  This increase was primarily the result of a higher  backlog  entering the
year and good  order  intake  during  the  year.  Net sales in the  Roofing  and
Components Group (consisting of the Company's Roofing,  ABC Components and Steel
Components  divisions),  increased  9.1% to $56.4  million from $51.8 million in
1997 due to  continued  increasing  acceptance  of metal in the roofing  market,
continued  expansion of the preferred roofing  contractor  network and growth in
the components business.  The Company's metal buildings industry domestic market
share,  which is measured in terms of sales dollars shipped by the  Construction
Products segment,  increased 3.5% to 11.9% from 11.5% in 1997.  Operating profit
in this  segment  decreased  13.2% to $24.1  million in 1998  compared  to $27.7
million  in  1997  as  the  Company   incurred   higher  than  normal  costs  in
manufacturing  burden and  engineering  as it  struggled to  accommodate  higher
production  levels and record  backlogs.  The Company is addressing these issues
and does not expect them to  significantly  affect the  Company's  operations in
1999.

     The Door  Products  segment  consists  of  Windsor  which was  acquired  on
December 4, 1997 and is a manufacturer  and marketer of steel  sectional  upward
acting doors for  residential and commercial  applications,  rolling steel doors
for  industrial and  self-storage  applications  and operates a metal  stampings
manufacturing  business.  Net sales of Windsor  during 1998 were $104.7  million
compared to $7.8 million for the one-month  period for which it was owned by the
Company during 1997.  Segment  operating  profit of $6.9 million for 1998 was in
line with  expectations and compares to $0.7 million for the one-month period in
1997.

     The Steel Coil Coating segment represents the Polymer Group. Gross sales of
the Polymer Group  increased  29.9% to $28.4 million from $21.8 million in 1997.
Net sales after  eliminations  in the  Polymer  Group  increased  41.3% to $13.9
million from $9.9 million in 1997 as the capacity expansion allowed the Group to
increase its  production for third party  customers.  Segment  operating  profit
increased 38.5% to $6.8 million from $4.9 million in 1997.  These increases were
the result of further benefits  achieved by the line speed upgrade  completed in
early 1997 which significantly increased the Group's production capacity.

     Included in "Other" in the Segment  disclosure table is the  Transportation
Group.  Gross sales before  eliminations in the  Transportation  Group increased
9.7% to $25.4 million from $23.1 million in 1997.  Net sales after  eliminations
decreased  12.1% to $4.2  million  from $4.8  million in 1997 due to the Group's
devoting proportionately more of its capacity to accommodate the volume increase
in the  Construction  Products  segment  which  did not  allow  it to do as much
hauling of third party loads.

1997 Compared to 1996

     Net sales  increased 14.3% to $312.0 million in 1997 from $273.0 million in
1996.  Backlog at  December  31,  1997 of $95.5  million  was 18.0%  higher than
backlog at December 31, 1996.  Gross  profit for 1997  increased  24.7% to $55.7
million from $44.7  million in 1996.  Gross  margins  increased to 17.8% in 1997
compared to 16.4% in 1996. This increase was primarily  caused by higher volume,
somewhat  higher  selling  prices,   and  effective  cost   containment  in  the
Construction Products segment. Gross margins in 1996 had been adversely affected
by lower  selling  prices during part of the year  resulting  from the segment's
strategy to be market and price  aggressive in order to build backlog and better
utilize expanded production  capabilities.  Selling,  general and administrative
expenses for 1997 increased 14.1% to $27.6 million from $24.2 million in


                                      -26-

<PAGE>



1996. As a percentage of net sales, these expenses decreased slightly to 8.8% in
1997  from  8.9%  in  1996.  The  decrease  resulted  from  the  Company's  cost
containment  strategy.  The Company had net interest  expense of $1.1 million in
1997 compared to $0.1 million in 1996. The increase in interest expense resulted
partially  from the  Company's  purchase  of Windsor  Door for $58.0  million in
December 1997. The transaction  was financed by borrowings  under its new credit
facility which it entered into  concurrent with the  acquisition.  Prior to this
transaction,  interest  expense  was  higher  in  1997  due to  higher  Revolver
borrowings  during  the year and a lower  restricted  cash  balance on which the
Company earned  interest  income.  Income from  continuing  operations was $16.6
million in 1997, an increase of 32.8% over $12.5 million in 1996. AMT, which has
been  classified as a Discontinued  Operation  generated a loss of $0.8 million,
after  tax  benefit  of $0.5,  in 1997  compared  to a loss of $0.1,  net of tax
benefit,  in 1996. Net income for 1997 was $15.9  million,  an increase of 27.3%
compared to $12.4 million in 1996.

Segment Results

     Net sales of the  Construction  Products  segment,  which  consists  of the
Company's Buildings Group and Roofing and Components Group, were $289.6 million,
an  increase of 11.3% over $260.2  million in 1996.  Net sales in the  Buildings
Group  (consisting of the Company's  Metal  Buildings,  Heavy  Fabrication,  and
Self-Storage  divisions)  were $237.8  million,  up 10.4% from $215.4 million in
1996.  This increase was primarily the result of a higher  backlog  entering the
year and good order intake at somewhat higher prices throughout the year as well
as the absence of the severe weather  conditions  which  adversely  affected the
first quarter of 1996. Net sales in the Roofing and Components Group (consisting
of the  Company's  Roofing,  ABC  Components  and Steel  Components  divisions),
increased  15.5% to $51.8  million  from $44.8  million in 1996 due to continued
increasing acceptance of metal in the roofing market, continued expansion of the
preferred roofing contractor network and growth in the components business.  The
Company's metal buildings  industry domestic market share,  which is measured in
terms of sales dollars shipped by the Construction  Products segment,  decreased
slightly to 11.5%  compared to 11.6% in 1996.  Operating  profit in this segment
increased  36.7% to $27.7 million in 1997 compared to $20.3 million in 1996 as a
result of higher  volume at somewhat  higher  prices as well as  effective  cost
containment.

     The Door  Products  segment  consists  of  Windsor,  which was  acquired on
December 4, 1997.  Net sales of Windsor  during  1997 were $7.8  million for the
one-month period for which it was owned by the Company during the year.  Segment
operating profit was $0.7 million for the one-month period in 1997.

     The Steel Coil Coating segment represents the Polymer Group. Gross sales of
the Polymer Group  increased  18.8% to $21.8 million from $18.4 million in 1996.
The increase was the result of the line speed  upgrade  completed in early 1997,
which  significantly  increased the production capacity of this Group. Net sales
after  eliminations  in the Polymer Group  increased  10.1% to $9.9 million from
$9.0 million in 1996 as the capacity expansion allowed the Group to increase its
production for third party customers.  Segment  operating profit increased 44.6%
to $4.9 million from $3.4 million in 1996 as a result of the margin  opportunity
provided by the line speed upgrade.

     Included in "Other" in the Segment  disclosure table is the  Transportation
Group.  Gross sales before  eliminations in the  Transportation  Group increased
12.6% to $23.1 million from $20.5 million in 1996. Net sales after  eliminations
increased  25.8% to $4.8  million  from $3.8  million  in 1996 due to  increased
revenues from hauling of third party loads.



                                      -27-

<PAGE>



Liquidity and Capital Resources

     The Company has  historically  funded its  operations  from cash flows from
operations, bank borrowings and sales of its debt and equity securities.

     Net cash provided by operating  activities was $8.2 million,  $17.5 million
and $14.1 million in 1998, 1997 and 1996,  respectively.  Income from continuing
operations plus  depreciation and amortization was $26.0 million,  $21.6 million
and $16.6 million in the same  periods,  respectively.  For 1998 and 1997,  cash
provided  by  continuing  operations  was  lower  than  income  from  continuing
operations plus depreciation and amortization due to an increased  investment in
working capital which was required to support the Company's  higher sales volume
throughout the year. For 1996, cash provided by continuing  operations was lower
than  net  income  plus  depreciation  and  amortization  due  to  an  increased
investment in working  capital which was required to support fourth quarter 1996
volume.

     Net cash used by discontinued operations was $1.8 million, $2.9 million and
$2.1 million in 1998, 1997 and 1996, respectively.

     Net cash used by investing activities was $8.6 million,  $68.5 million, and
$7.6 million in 1998, 1997 and 1996, respectively.  For 1998, this was primarily
the result of the  acquisition  of Rescom by the Door Products  segment for $2.2
million,  excluding cash acquired,  the receipt of $2.5 million as an adjustment
to the purchase price of Windsor,  additions to property, plant and equipment of
$8.8 million,  and an  additional  investment in its China Joint Venture of $0.1
million.  For 1997,  this was primarily the result of the acquisition of Windsor
Door  for  $58.7  million,  including  transaction  costs of $1.0  million,  and
excluding  $0.2  million  of cash  acquired.  Also in  1997,  the  Company  made
additions  to  property,  plant and  equipment of $9.8  million,  increased  its
investment  in the China Joint Venture by $0.5 million and applied the remaining
$0.5 million of Restricted Cash to capital  expenditures related to the Virginia
manufacturing  facility.  The Restricted  Cash resulted from the proceeds of the
Industrial  Revenue Bond  financing  which was completed on December 7, 1994 for
the construction of the new Virginia manufacturing facility. The Restricted Cash
was drawn down as cash was  expended  and various  phases of  construction  were
completed on that facility. For 1996, this was primarily the result of additions
to property, plant and equipment of $9.3 million and the investment in the China
Joint  Venture  of $2.9  million  partially  offset by the  application  of $3.6
million of  Restricted  Cash to  capital  expenditures  related to the  Virginia
manufacturing facility.

     Net cash (used for) provided by financing  activities was ($11.9)  million,
$70.5 million,  and ($21.5) million for 1998, 1997 and 1996,  respectively.  For
1998,  this was the net  repayment  of the  Revolving  credit  facility  of $9.0
million,  long term debt  repayments  of $3.2 million and  purchases of treasury
stock of $0.2  million,  partially  offset by proceeds  from  issuance of common
stock of $0.6  million.  The change in the  Revolving  credit  facility for 1998
includes the repayment of $10.6  million,  which had been borrowed in late 1997,
to cash  collateralize  letters of credit which had been issued by the Company's
previous lender until  replacement  letters of credit could be issued by its new
lender,  and $1.6  million of new  borrowings.  For 1997,  this was  largely the
result of the incurrence of $59.9 million of debt  primarily in connection  with
the  acquisition  of Windsor  Door.  Additionally,  the Company  drew down $13.2
million on its  revolving  credit  facility,  $10.6 million of which was used to
collateralize  letters of credit  and $2.6  million of which was used to finance
normal  operating  activities of the Company.  Long-term debt repayments of $1.1
million and  purchases  of treasury  stock of $1.9  million  were funded by cash
provided by operating activities and by borrowings under the Company's revolving
credit  facility.  For 1996,  long-term  debt  repayments  of $1.0  million  and
purchases of


                                      -28-

<PAGE>



treasury  stock of $25.5  million  were  funded by cash  provided  by  operating
activities and by borrowings under the Company's revolving credit facility.

     The  Company  has  budgeted  an  aggregate  of $11.5  million  for  capital
expenditures  in 1999,  consisting  of $1.6  million for the new  technical  and
business systems project and $9.9 million  primarily for machinery and equipment
at its other existing  facilities.  The Company expects to be able to fund these
expenditures  from cash provided by operations and  borrowings  under its Credit
Facility  described  below.  There can be no  assurance  that  budgeted  capital
expenditures  will be made as planned or that  additional  capital  expenditures
will not be required.

     In December 1997, the Company  purchased  certain net assets of Windsor for
$59.0  million,  including  transaction  costs of $1.0 million.  Pursuant to the
terms of the  purchase  agreement,  the  purchase  price was  subject to further
adjustment once a final determination was made for the amount of working capital
transferred as of the date of closing. The Company received cash of $2.5 million
during the second quarter of 1998 in settlement of the working capital acquired,
bringing the adjusted  purchase  price to $56.5  million.  The  transaction  was
accounted for as a purchase and the cost of the acquisition was allocated to the
assets and  liabilities  based on their estimated  respective  fair values.  The
adjusted total cost of the acquisition,  which was financed by proceeds from the
Company's  Credit  Facility,  exceeded the fair value of net assets  acquired by
$28.8 million,  which was assigned to goodwill and is being amortized over forty
years.

     Concurrent  with the  purchase  of Windsor in  December  1997,  the Company
replaced its previous revolving credit facility with a revolving credit and term
loan  facility  ("Credit  Facility")  with  Canadian  Imperial  Bank of Commerce
("CIBC"),  as  administrative  agent,  and  certain  other  lenders.  The Credit
Facility  includes a $40.0  million term loan  facility  and a revolving  credit
facility  ("Revolver")  with maximum  borrowings of $75.0  million,  including a
$30.0  million  letter  of  credit  sub-facility  and a $5.0  million  swingline
sub-facility. On December 4, 1997, the full amount of the term loan was borrowed
to finance part of the Windsor  acquisition.  The term loan requires  semiannual
principal payments commencing July 1998 of $2.0 million to $9.0 million,  with a
final payment due January 2003.  Also on December 4, 1997,  $19.0 million of the
Revolver  was  borrowed to finance the  balance of the Windsor  acquisition  and
$10.6  million of the Revolver was  borrowed to cash  collateralize  outstanding
letters of credit  which had been issued by the  Company's  prior  lender  until
replacement  letters of credit  could be issued by CIBC.  This $10.6  million of
proceeds  were  carried  as  restricted  cash on the  accompanying  Consolidated
Balance  Sheets.  This amount of borrowing  was  included in current  portion of
long-term debt as the Company  intended to repay the Credit  Facility as soon as
the replacement letters of credit were issued and the underlying cash collateral
was returned by the previous lender,  all of which occurred as expected in 1998.
The Credit  Facility  expires on  January 3, 2003 and bears  interest  at a rate
equal to, at the option of the Company,  either:  (1) in the case of  Eurodollar
loans,  the sum of the interest rate in the London interbank market for loans in
an amount  substantially  equal to the amount of borrowing and for the period of
borrowing  selected by the Company plus a margin of between one-half percent and
one and one-half  percent,  depending  on the  Company's  consolidated  interest
coverage  ratio (as  defined in the credit  agreement)  or (2) the higher of (a)
CIBC's  prime or base rate or (b)  one-half  percent  plus the latest  overnight
federal  funds  rate.  At  December  31, 1998 the  interest  rate on  Eurodollar
borrowings  under the Credit Facility of $66.8 million was 6.69%.  There were no
base rate borrowings at December 31, 1998.  Interest is payable quarterly in the
case of base rate loans and on maturity  dates or every three months,  whichever
is shorter,  in the case of Eurodollar  loans.  The Company is required to pay a
fee of .25% per year for the unused  portion of the Credit  Facility  and 1.125%
per year on outstanding  letters of credit. The Credit Facility is guaranteed by
all of the Company's  domestic  subsidiaries and collateralized by substantially
all of the  Company's  assets,  and  requires  the Company to  maintain  certain
financial ratio covenants. The Credit Facility


                                      -29-

<PAGE>



limits the  Company's  ability to incur debt,  to sell or dispose of assets,  to
create or incur liens, to make  additional  acquisitions,  to pay dividends,  to
purchase  or redeem the  Company's  stock and to merge or  consolidate  with any
other  entity and  provides  the lender with the right to require the payment of
all amounts  outstanding under the Credit Facility if a change in control of the
Company occurs.

     In December  1994,  the Company  borrowed $9.7 million from the  Industrial
Development Authority of Mecklenburg County, Virginia (the "IDA") to finance the
construction  of the  Company's  new Virginia  manufacturing  facility.  The IDA
financed the loan through the issuance of industrial  development  revenue bonds
("IDA  Bonds").  The loan bears  interest  at a variable  rate equal to the rate
necessary  to allow  the IDA  Bonds to be sold at 100% of the  principal  amount
thereof;  the Company has the option to change the interest rate to a fixed rate
for a specified term (which may be the remaining term of the IDA Bonds). The IDA
Bonds mature December 1, 2004, are subject to mandatory  sinking fund redemption
of $0.97 million per year, and are subject to mandatory redemption under certain
circumstances.  The Company has  secured its  obligations  in respect of the IDA
Bonds  through the issuance of a letter of credit which reduces each year by the
amount of the principal repayment.

     At December 31, 1998, the Company's  outstanding  debt  (including  current
portion) was $73.0 million which includes $38.0 million of the term loan,  $28.8
million of the  Revolver  and $5.8  million  of IDA Bonds  used to  finance  the
Virginia manufacturing facility.

     The Board of  Directors  authorized  the  Company to  repurchase  up to 1.3
million  shares  of its  Common  Stock to be  purchased  at any time in the open
market, subject to market conditions. At December 31, 1998 and 1997, the Company
had  repurchased  1.079 million  shares  costing $28.7 million and 1.069 million
shares  costing  $28.5  million,  respectively.  These  shares are  reflected as
Treasury  Stock  on  the  accompanying  Consolidated  Balance  Sheets  and  were
purchased  using a combination  of cash provided by  operations  and  borrowings
under the Company's Revolver.

     In August  1995,  the  Company  entered  into a joint  venture  with  China
Renaissance  Industries,  L. P. to  pursue  the  manufacture  and  sale of metal
building  systems in The People's  Republic of China ("PRC") for sale throughout
most of Southeast  Asia. The Company has a 30% interest in the Joint Venture and
exclusively  licensed to the Joint Venture on a royalty-free  basis the right to
use certain elements of the Company's  technology.  The Joint Venture  completed
the  construction  of its initial  manufacturing  facility in the PRC in October
1996. The Company received a technology license fee of $1.5 million, of which it
received $0.75 million during 1995 and the remaining  $0.75 million during 1998.
The Company recognized $0.73 million in income in 1998. The Company's portion of
the Joint  Venture's  cumulative  loss as of December 31, 1998 is $0.3  million,
which is  offset by the  unrecognized  portion  of the  technology  license  fee
received.  At December  31, 1998 and 1997 the Company had $4.5  million and $4.4
million,  respectively,  invested in the Joint  Venture which was funded by cash
provided by operating activities.  The Company has no obligation for any further
investment  in the  joint  venture,  although  it may  choose  to  increase  its
investment based on evaluating the anticipated return on any proposed additional
investment.

     The Company believes that the cash generated from operations and borrowings
under the Credit  Facility will be  sufficient  to meet its working  capital and
capital expenditure requirements as well as any additional capital it may invest
in its Joint Venture in China  through at least 1999.  There can be no assurance
that liquidity would not be impacted by a decline in general economic conditions
and higher  interest  rates which would affect the  Company's  ability to obtain
external financing.



                                      -30-

<PAGE>



     The Company carries  insurance on its activities in scope and amounts which
it believes are reasonable in light of the risks of the business. However, there
can be no assurance  that it will not incur a liability  which is not covered or
is in excess of coverage,  which liability could have a material  adverse effect
on the Company.

Inflation

     The Company has from time to time in the past experienced increases in cost
of sales and operating costs, including the costs of raw materials, supplies and
labor due to  inflation.  The  Company  has  generally  been able to offset  the
effects of such inflation through periodic price increases. In recent years, the
rate of domestic inflation has abated significantly.  No assurance can be given,
however,  that the inflation  rate will not increase in future years or that the
Company will be able to increase prices to match increases in costs.

Year 2000 Compliance

     The Company is  currently  in the process of  evaluating  and  implementing
changes to computer  programs  necessary  to address  the year 2000 issue.  This
issue affects  computer  systems that have date sensitive  programs that may not
properly  recognize the year 2000.  Systems that do not properly  recognize such
information could generate  erroneous data or cause a system to fail,  resulting
in business interruption.

     The  Company  began a  capital  project  during  1997 to  replace  both its
business systems and technical systems. It is now in the implementation phase of
an enterprise  resource planning system to replace its business systems,  and is
nearing  completion of the development  phase of its new technical  system.  The
Company budgeted approximately $5.9 million for this project over a thirty-month
period.   To  date,   approximately   $4.5  million  has  been  spent,   leaving
approximately  $1.4 million to be spent during 1999.  These new systems are year
2000 compliant and the Company expects them to be implemented in time to prevent
any  significant  year 2000 problems from arising.  The Company does not believe
that any costs which would result from converting any other internal  systems to
be year 2000 compliant,  which are not covered by this project, will be material
to its financial condition or results of operations.

     The year 2000 issue is expected  to affect the systems of various  entities
with which the  Company  interacts,  including  the  Company's  builder/dealers,
suppliers,  and  vendors.  There can be no  assurance  that the systems of other
companies on which the Company's systems rely will be timely converted,  or that
a failure by another  company's systems to be year 2000 compliant would not have
a material adverse effect on the Company.  To the extent  possible,  the Company
will be developing  contingency  plans designed to allow continued  operation in
the event of a failure of the Company's or third party's systems.

Market Risk

     Upward or downward changes in market interest rates and their impact on the
reported interest expense of the Company's  variable rate borrowings will affect
the  Company's  future  earnings.  However,  a  ten-percent  change  in the 1998
effective  average  interest rate on variable rate borrowings  should not have a
material effect on the Company's earnings for 1999.



                                      -31-

<PAGE>



Fluctuations of Quarterly Operating Results

     The  Company's  construction-related  businesses  are seasonal in nature in
that shipments are normally lower in the first half of each year compared to the
second  half  because  of  unfavorable   weather  conditions  for  construction,
particularly in the northern  portion of the United States,  and normal business
planning cycles affecting construction. This seasonality not only affects sales,
but also  profitability  for the quarter.  See Note 12 of Notes to  Consolidated
Financial  Statements for selected  unaudited  quarterly  financial data for the
years ended  December 31, 1998 and 1997.  The  quarterly  data  reflect,  in the
opinion of the Company,  all  adjustments  (which include only normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
such periods. Results of any one or more quarters are not necessarily indicative
of annual results or continuing trends.







                                      -32-

<PAGE>



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The following  consolidated  financial statements of American Buildings
Company and Subsidiaries are filed as part of this report.

AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES

     Report of Independent Public Accountants

     Consolidated Balance Sheets as of December 31, 1998 and 1997

     Consolidated  Statements  of  Operations  for the Years Ended  December 31,
     1998, 1997 and 1996

     Consolidated  Statements  of  Stockholders'  Equity  for  the  Years  Ended
     December 31, 1998, 1997 and 1996

     Consolidated  Statements  of Cash Flows for the Years  Ended  December  31,
     1998, 1997 and 1996

     Notes to Consolidated Financial Statements


                                      -33-

<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To American Buildings Company:


We have  audited  the  accompanying  consolidated  balance  sheets  of  AMERICAN
BUILDINGS  COMPANY (a Delaware  corporation) AND SUBSIDIARIES as of December 31,
1998  and  1997  and  the  related   consolidated   statements  of   operations,
stockholders'  equity,  and cash flows for each of the three years in the period
ended December 31, 1998. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of American Buildings Company and
subsidiaries  as of  December  31,  1998  and  1997  and the  results  of  their
operations  and their cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.



ARTHUR ANDERSEN LLP




Atlanta, Georgia
February 8, 1999  

                                       

                                      -34-
<PAGE>


                           AMERICAN BUILDINGS COMPANY

                                AND SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1998 AND 1997

                      (In Thousands, Except Per Share Data)



<TABLE>
<CAPTION>
                                     ASSETS

                                                                                            1998         1997
                                                                                          ---------    ---------
<S>                                                                                       <C>          <C>      
CURRENT ASSETS:
   Cash (including restricted cash of $10,624 in 1997)                                    $   2,467    $  16,560
   Accounts receivable, net of allowance for doubtful accounts of $3,281 and $4,345 in
      1998 and 1997, respectively                                                            66,807       58,649
   Inventories                                                                               40,088       31,410
   Deferred income taxes                                                                      4,296        4,059
   Prepaid expenses                                                                           3,505        1,839
                                                                                          ---------    ---------
            Total current assets                                                            117,163      112,517


PROPERTY, PLANT, AND EQUIPMENT, net                                                          54,745       52,876

GOODWILL, net                                                                                30,543       29,669

NET ASSETS OF DISCONTINUED OPERATION                                                          3,181        4,534

OTHER ASSETS, net                                                                             9,084        9,568
                                                                                          ---------    ---------
                                                                                          $ 214,716    $ 209,164
                                                                                          =========    =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of long-term debt                                                   $   5,236    $  13,839
   Accounts payable                                                                          47,359       44,796
   Accrued liabilities                                                                       18,508       18,423
   Accrued income taxes                                                                        --          1,166
                                                                                          ---------    ---------
            Total current liabilities                                                        71,103       78,224
                                                                                          ---------    ---------
LONG-TERM DEBT, net of current maturities                                                    67,774       71,395
                                                                                          ---------    ---------
OTHER NONCURRENT LIABILITIES                                                                  5,094        3,749
                                                                                          ---------    ---------
COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value; 4,000 shares authorized, no shares issued and
      outstanding in 1998 and 1997                                                             --           --
   Common stock, $.01 par value; 25,000 shares authorized, 6,375 and 6,339 shares
      issued in 1998 and 1997, respectively                                                      64           63
   Additional paid-in capital                                                                32,038       31,448
   Retained earnings                                                                         67,331       52,736
                                                                                          ---------    ---------
                                                                                             99,433       84,247
   Less treasury stock, at cost (1,079 and 1,069 shares in 1998 and 1997, respectively)     (28,688)     (28,451)
                                                                                          ---------    ---------
            Total stockholders' equity                                                       70,745       55,796
                                                                                          ---------    ---------
                                                                                          $ 214,716    $ 209,164
                                                                                          =========    =========
</TABLE>



              The accompanying notes are an integral part of these
                          consolidated balance sheets.


                                      -35-
<PAGE>

                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

                      (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                              1998         1997         1996
                                                                           ---------    ---------    ---------
<S>                                                                        <C>          <C>          <C>      
NET SALES                                                                  $ 440,660    $ 311,967    $ 272,991
                                                                           ---------    ---------    ---------
COSTS AND EXPENSES:
    Cost of sales                                                            368,941      256,285      228,321
    Selling, general, and administrative                                      37,885       27,607       24,190
                                                                           ---------    ---------    ---------
                                                                             406,826      283,892      252,511
                                                                           ---------    ---------    ---------
OPERATING INCOME                                                              33,834       28,075       20,480

INTEREST EXPENSE, net                                                          4,981        1,061          143
                                                                           ---------    ---------    ---------

INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES           28,853       27,014       20,337

PROVISION FOR INCOME TAXES                                                    11,108       10,401        7,830
                                                                           ---------    ---------    ---------
INCOME FROM CONTINUING OPERATIONS                                             17,745       16,613       12,507

DISCONTINUED OPERATIONS:
    Loss from operations (less income tax benefit of $878, $477, and $38
       for 1998, 1997, and 1996, respectively)                                (1,404)        (762)         (60)
    Loss on disposal (less income tax benefit of $1,094)                      (1,746)        --           --
                                                                           ---------    ---------    ---------
NET INCOME                                                                 $  14,595    $  15,851    $  12,447
                                                                           =========    =========    =========

BASIC EARNINGS PER SHARE:
    Income from continuing operations                                      $    3.35    $    3.14    $    2.19
    Discontinued operations:
       Loss from operations                                                    (0.26)       (0.14)       (0.01)
       Loss on disposal                                                        (0.33)        --           --
                                                                           ---------    ---------    ---------
Net income                                                                 $    2.76    $    3.00    $    2.18
                                                                           =========    =========    =========

DILUTED EARNINGS PER SHARE:
    Income from continuing operations                                      $    3.15    $    2.94    $    2.07
    Discontinued operations:
       Loss from operations                                                    (0.25)       (0.13)       (0.01)
       Loss on disposal                                                        (0.31)        --           --
                                                                           ---------    ---------    ---------
Net income                                                                 $    2.59    $    2.81    $    2.06
                                                                           =========    =========    =========

WEIGHTED AVERAGE SHARES OUTSTANDING:
    Basic                                                                      5,291        5,291        5,699
                                                                           =========    =========    =========

    Diluted                                                                    5,629        5,649        6,040
                                                                           =========    =========    =========
</TABLE>


                 The accompanying notes are an integral part of
                         these consolidated statements.


                                      -36-
<PAGE>


                           AMERICAN BUILDINGS COMPANY

                                AND SUBSIDIARIES


                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                Common Stock       Additional                             Total
                                                            --------------------    Paid-In     Retained   Treasury    Stockholders'
                                                             Shares      Amount     Capital     Earnings     Stock        Equity
                                                            --------    --------    --------    --------    --------     --------
<S>                                                            <C>      <C>         <C>         <C>         <C>          <C>     
BALANCE, December 31, 1995                                     6,237    $     62    $ 30,082    $ 24,438    $ (1,071)    $ 53,511

    Net income                                                    --          --          --      12,447          --       12,447
    Exercise of stock options                                     75           1         967          --          --          968
    Purchase of 955 shares of treasury stock                      --          --          --          --     (25,460)     (25,460)
                                                            --------    --------    --------    --------    --------     --------
BALANCE, December 31, 1996                                     6,312          63      31,049      36,885     (26,531)      41,466

    Net income                                                    --          --          --      15,851          --       15,851
    Exercise of stock options                                     27          --         399          --          --          399
    Purchase of 68 shares of treasury stock                       --          --          --          --      (1,920)      (1,920)
                                                            --------    --------    --------    --------    --------     --------
BALANCE, December 31, 1997                                     6,339          63      31,448      52,736     (28,451)      55,796

    Net income                                                    --          --          --      14,595          --       14,595
    Exercise of stock options                                     36           1         590          --          --          591
    Purchase of 10 shares of treasury stock                       --          --          --          --        (237)        (237)
                                                            --------    --------    --------    --------    --------     --------
BALANCE, December 31, 1998                                     6,375    $     64    $ 32,038    $ 67,331    $(28,688)    $ 70,745
                                                            ========    ========    ========    ========    ========     ========
</TABLE>


                 The accompanying notes are an integral part of
                         these consolidated statements.


                                      -37-
<PAGE>

                           AMERICAN BUILDINGS COMPANY

                                AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                               1998           1997           1996
                                                                                             --------       --------       --------
<S>                                                                                          <C>            <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                $ 14,595       $ 15,851       $ 12,447
                                                                                             --------       --------       --------
   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
      activities:
      Loss from discontinued operations                                                         3,150            762             60
      Depreciation and amortization                                                             8,255          4,991          4,111
      Loss (gain) on sales of fixed assets                                                         57            (47)           (64)
      Changes in operating assets and liabilities, net of acquired businesses:
         Accounts receivable, net                                                              (9,066)        (6,783)        (6,859)
         Inventories                                                                           (7,806)          (482)        (4,119)
         Accounts payable                                                                       1,889          1,473          8,549
         Accrued liabilities and income taxes                                                  (2,699)         3,404            452
         Other working capital changes                                                         (1,884)        (1,272)          (616)
         Other, net                                                                             1,670           (415)           113
                                                                                             --------       --------       --------
            Total adjustments                                                                  (6,434)         1,631          1,627
                                                                                             --------       --------       --------
            Net cash provided by operating activities                                           8,161         17,482         14,074
                                                                                             --------       --------       --------
CASH USED BY DISCONTINUED OPERATIONS                                                           (1,797)        (2,887)        (2,080)
                                                                                             --------       --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property, plant, and equipment                                                 (8,758)        (9,779)        (9,335)
   Purchase of acquired businesses, net of cash acquired                                       (2,230)       (58,734)            --
   Cash settlement--Windsor Door purchase                                                       2,536             --             --
   Decrease in restricted cash--IDA bond proceeds                                                  --            466          3,634
   Investment in China Joint Venture                                                             (135)          (525)        (2,940)
   Proceeds from sales of fixed assets                                                             --             47             94
   Proceeds from sales of nonoperating property, net                                               --             --            952
                                                                                             --------       --------       --------
            Net cash used for investing activities                                             (8,587)       (68,525)        (7,595)
                                                                                             --------       --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                                                         591            399            968
   Proceeds from issuance of debt, net                                                             --         59,893             --
   Long-term debt payments                                                                     (3,215)        (1,103)          (970)
   Changes in revolving credit facility, net                                                   (9,009)        13,221          3,963
   Purchase of treasury stock                                                                    (237)        (1,920)       (25,460)
                                                                                             --------       --------       --------
            Net cash (used for) provided by financing activities                              (11,870)        70,490        (21,499)
                                                                                             --------       --------       --------
NET (DECREASE) INCREASE IN CASH                                                               (14,093)        16,560        (17,100)

CASH, beginning of year                                                                        16,560             --         17,100
                                                                                             --------       --------       --------
CASH, end of year                                                                            $  2,467       $ 16,560       $     --
                                                                                             ========       ========       ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for interest                                                                    $  4,963       $    968       $    559
                                                                                             ========       ========       ========

   Cash paid for income taxes                                                                $ 10,658       $ 10,328       $  7,748
                                                                                             ========       ========       ========
</TABLE>


                 The accompanying notes are an integral part of
                         these consolidated statements.

                                      -38-
<PAGE>


                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997, AND 1996

                      (In Thousands, Except Per Share Data)



1.   ORGANIZATION AND BASIS OF PRESENTATION

     The accompanying  consolidated financial statements include the accounts of
     American   Buildings  Company  and  its  wholly  owned   subsidiaries  (the
     "Company"), after elimination of all material intercompany items.

     The Company is a  diversified  manufacturer  and  marketer of  construction
     products and services for nonresidential and residential applications.  The
     Company  designs,  manufactures,  and  sells  metal  building  systems  for
     industrial,  commercial,  institutional,  and other nonresidential markets.
     Metal  building  systems  consist of  structural  framing and wall and roof
     panels. The Company's metal building systems are generally  custom-designed
     to meet the  specific  needs of the end user and to allow for easy  on-site
     assembly. The Company markets its metal building systems nationwide through
     authorized  builder/dealers.  The Company has a separate  roofing  products
     sales,  engineering,  and customer service organization,  which markets and
     sells the Company's roofing products to its  builder/dealer  network and to
     preferred roofing  contractors.  The Company manufactures and markets steel
     sectional  upward acting doors for residential and commercial  applications
     through  Windsor  Door  ("Windsor"),  which  are  sold  nationwide  through
     independent  distributors and company-owned  distribution centers.  Windsor
     also produces rolling steel doors for industrial and self-storage  uses and
     operates  a metal  stampings  manufacturing  operation.  In  addition,  the
     Company paints steel coils,  manufactures and markets  building  components
     and self-storage  systems, and provides specialty  engineering services for
     large, complex building structures.  The Company markets and produces light
     gauge steel framing  systems and trusses and also operates an  ICC-licensed
     trucking subsidiary.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Revenue Recognition

     Revenue is recorded upon delivery of the product to the customer.

     Earnings Per Share

     In 1997, the Financial Accounting Standards Board ("FASB") issued Statement
     of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings Per Share,"
     effective for fiscal years ending after December 15, 1997. The  calculation
     and  presentation  of earnings per share are presented in  accordance  with
     SFAS No. 128.  Basic  earnings per share are based on the weighted  average
     number of shares  outstanding.  Diluted earnings per share are based on the
     weighted  average number of shares  outstanding  and the dilutive effect of
     stock options outstanding (using the treasury


                                      -39-
<PAGE>

     stock  method).  For the years ending  December 31, 1998,  1997,  and 1996,
     outstanding  options of 146, 142, and 0,  respectively,  have been excluded
     from diluted  weighted  average shares  outstanding,  as the exercise price
     exceeded the average stock price, and thus, their impact was antidilutive.

     Comprehensive Income

     In 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income,"
     effective for fiscal years  beginning  after December 15, 1997. The Company
     has  adopted the new  pronouncement,  which  establishes  new rules for the
     reporting and display of comprehensive income and its components;  however,
     the Company has no other comprehensive  income items as defined in SFAS No.
     130.

     Cash

     The  Company  considers  all  highly  liquid   investments  with  purchased
     maturities of three months or less to be cash equivalents.

     In December 1997,  the Company  canceled its previous  credit  facility and
     entered into a new credit facility.  As of December 31, 1997, the Company's
     prior  lender  required  the  Company to  deposit  funds with it to support
     outstanding  letters of credit of $10,624.  During 1998, the Company issued
     replacement  letters of credit under its new credit facility,  withdrew the
     funds, and paid down its revolving credit facility.

     Inventories

     Inventories  are  stated  at the  lower  of cost or  market.  The  last-in,
     first-out   ("LIFO")   method  is  used  for   determining   the  cost  for
     approximately 53% and 62% of the Company's inventories at December 31, 1998
     and  1997,  respectively.  The  first-in,  first-out  method  is  used  for
     determining the cost of all other  inventories,  including direct labor and
     overhead  incurred  in the  manufacturing  process.  Market is  defined  as
     replacement  cost for raw  materials and net  realizable  value for work in
     process and finished goods.

     Inventories consist of the following as of December 31, 1998 and 1997:

                                                        1998        1997
                                                      --------    --------

     Raw materials                                    $ 24,598    $ 19,762
     Work in process                                     6,000       5,126
     Finished goods                                     10,070       7,239
                                                      --------    --------
                                                        40,668      32,127
     Allowance to state inventories at LIFO cost          (580)       (717)
                                                      --------    --------
                                                      $ 40,088    $ 31,410
                                                      ========    ========

     Property, Plant, and Equipment

     Property, plant, and equipment are stated at cost. Depreciation is provided
     for using the straight-line method over the estimated useful lives of 20 to
     40 years  for  buildings,  approximately  7 to 15 years for  machinery  and
     equipment,  and 3 to 15 years for all other items.  Leasehold  improvements
     are amortized  over the shorter of the useful life of the asset or the term
     of the lease.

                                      -40-
<PAGE>

     Property,  plant,  and equipment,  at cost,  consist of the following as of
     December 31, 1998 and 1997:

                                                        1998         1997
                                                      --------     --------

     Land                                             $  1,769     $  1,768
     Buildings and leasehold improvements               26,331       25,900
     Machinery and equipment                            76,734       68,373
                                                      --------     --------
                                                       104,834       96,041
     Less accumulated depreciation                      50,089       43,165
                                                      --------     --------
                                                      $ 54,745     $ 52,876
                                                      ========     ========

     Goodwill

     Goodwill  is  amortized  on a  straight-line  basis  over the lesser of its
     estimated life or 40 years.  Amortization  expense was $741, $78, and $0 in
     1998, 1997, and 1996, respectively.

     Long-Lived Assets

     The Company  periodically reviews the values assigned to long-lived assets,
     such as property and equipment and goodwill,  and reviews the  amortization
     periods  on an  annual  basis.  Recoverability  is  measured  based  on the
     anticipated  undiscounted cash flows from operations.  Management  believes
     that  the  long-lived  assets  in  the  accompanying   balance  sheets  are
     appropriately valued.

     Other Assets

     The Company is the beneficiary of life insurance  policies covering certain
     current and former management  employees to fund the Company's  obligations
     to such employees under a noncontributory retirement and death benefit plan
     (Note 8). The cash  surrender  value of these life  insurance  policies  is
     $2,381 and  $2,179 at  December  31,  1998 and 1997,  respectively,  and is
     included in other assets in the accompanying balance sheets.

     Accrued Liabilities

     The Company accrues estimated insurance claims for the self-insured portion
     of its workers'  compensation,  property,  casualty,  and health  insurance
     plans.  At December 31, 1998 and 1997,  insurance  claim reserves of $6,104
     and $5,592, respectively, were included in accrued liabilities.

     Concentrations of Credit Risk

     Concentrations of credit risk with respect to trade receivables are limited
     due to the wide  variety of customers  and markets for which the  Company's
     services are  provided as well as their  dispersion  across many  different
     geographic  areas.  As a result,  as of December 31, 1998, the Company does
     not consider itself to have any significant concentrations of credit risk.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  


                                      -41-
<PAGE>

     statements  and the reported  amounts of revenues  and expenses  during the
     reporting period. Actual results could differ from those estimates.

     Reclassifications

     Certain  prior year  amounts  have been  reclassified  to conform  with the
     current year presentation.

     Recent Accounting Pronouncements

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
     Instruments  and Hedging  Activities,"  which  established  accounting  and
     reporting standards requiring that every derivative  instrument  (including
     certain derivative  instruments embedded in other contracts) be recorded in
     the  balance  sheet as either an asset or  liability  measured  at its fair
     value, and changes in the derivative's  fair value be recognized  currently
     in earnings unless specific hedge accounting  criteria are met. The Company
     plans to adopt SFAS No. 133 in the first quarter of fiscal 2000. Management
     does not believe the adoption of this statement will have a material effect
     on the consolidated financial statements of the Company.

3.   DISCONTINUED OPERATIONS

     In December  1998,  the Company  announced the  discontinuance  of American
     Modular Technologies ("AMT") located in Liberty, North Carolina. Operations
     of AMT will be phased  down  throughout  1999,  as the  Company  has ceased
     taking  new  orders  but  continues  to  meet  contractual  obligations  of
     in-process  business.  A loss on  disposition  of AMT of $1,746 (net of tax
     benefit) was  recorded for the  write-down  of  long-lived  assets of $246,
     severance costs of $300, estimated carrying costs of the closed facility of
     $360,  legal,  contract  termination,  and various other shut-down costs of
     $350, and anticipated losses during the shut-down period of $1,584. AMT has
     been  accounted  for as a  discontinued  operation,  and  accordingly,  the
     accompanying  consolidated  financial  statements  of the Company have been
     restated to report separately the net assets and operating results of AMT.

     Revenues of AMT were $13,139,  $11,420,  and $962 in 1998,  1997, and 1996,
     respectively.  The net loss of AMT was $1,404, $762, and $60 in 1998, 1997,
     and 1996, respectively. A summary of the net assets of AMT, which have been
     reflected in the  consolidated  balance  sheets as of December 31, 1998 and
     1997, is as follows:

                                                            1998       1997
                                                           -------    -------

     Current assets                                        $ 5,366    $ 3,690
     Property, plant, and equipment, net                     1,473      1,731
     Current liabilities                                    (3,658)      (875)
     Noncurrent liabilities                                     --        (12)
                                                           -------    -------
     Net assets of discontinued operations held for sale   $ 3,181    $ 4,534
                                                           =======    =======

                                      -42-
<PAGE>

4.   ACQUISITIONS

     On July 18, 1998, the Company  acquired the shares of Rescom  Overhead Door
     ("Rescom") for $2,000 cash,  plus assumed net  liabilities of $545.  Rescom
     distributes  overhead doors  throughout  California.  The  transaction  was
     accounted for by the purchase  method.  The purchase price in excess of the
     net  assets  acquired  is $2,545 and has been  assigned  to  goodwill.  The
     accompanying   consolidated  financial  statements  include  the  operating
     results  of Rescom  from the date of  acquisition.  The  purchase  price is
     subject to an upward adjustment based on the earnings performance of Rescom
     during its first year of operation as part of the Company.

     On December 4, 1997, the Company  completed the  acquisition of certain net
     assets of Windsor for approximately $59,000, including transaction costs of
     $1,000.  The  transaction  was financed  with  proceeds  from the Company's
     credit  facility (Note 5) and was accounted for as a purchase.  The cost of
     the acquisition has been allocated to assets and liabilities based on their
     estimated  respective  fair  values.  Total  consideration,   including  an
     estimated working capital adjustment, exceeded the fair value of net assets
     purchased by $29,747,  which was assigned to  goodwill.  In June 1998,  the
     Company finalized the working capital adjustment.  In connection therewith,
     the Company  received  $2,536 in cash,  which  resulted  in a reduction  of
     goodwill of $944.

     The results of the  operations of Windsor are included in the  accompanying
     financial statements since the date of acquisition. The following unaudited
     pro forma  information  was  prepared  assuming  that the  transaction  was
     consummated on January 1, 1996:

                                                 1997              1996
                                              -----------       -----------

     Revenue                                  $   400,584       $   360,085
     Net income                                    15,403            12,317
     Earnings per share:
         Basic                                $      2.91       $      2.16
         Diluted                                     2.73              2.04

     This pro forma information is not necessarily  indicative of the results of
     operations  that  would  have  been  attained  had  the  acquisition   been
     consummated on January 1, 1996 or that may be attained in the future.



                                      -43-
<PAGE>

5.   LONG-TERM DEBT

     Long-term debt consists of the following as of December 31, 1998 and 1997:

                                                           1998      1997
                                                          -------   -------

     Term loan                                            $38,000   $40,000
     Revolving credit facility                             28,800    37,809
     IDA of Mecklenburg County, Virginia; Industrial
         Revenue Bonds                                      5,820     6,790
     Other                                                    390       635
                                                          -------   -------
                                                           73,010    85,234
     Less current maturities                                5,236    13,839
                                                          -------   -------
                                                          $67,774   $71,395
                                                          =======   =======

      The annual maturities of long-term debt are as follows:

     1999                                                           $ 5,236
     2000                                                             5,094
     2001                                                             7,970
     2002                                                            14,970
     2003                                                            38,770
     Thereafter                                                         970
                                                                    -------
                                                                    $73,010
                                                                    =======

     The Company has a  comprehensive  credit  facility which includes a $40,000
     term loan and a  revolving  credit  facility  with  maximum  borrowings  of
     $75,000.

     The term loan requires semiannual principal payments, commencing July 1998,
     of $2,000 to $9,000,  with a final  payment due January  2003.  Interest is
     payable  monthly  at the  Eurodollar  rate plus 1% (6.81% at  December  31,
     1998).

     The  revolving   credit  facility   availability  is  based  on  borrowings
     outstanding  as well as amounts  outstanding  under  letters of credit.  At
     December 31, 1998, borrowings  outstanding on the revolving credit facility
     were $28,800,  outstanding  letters of credit were $8,324,  and $37,876 was
     available under the revolving credit facility. The facility expires January
     2003.  Interest is payable on individual  advances at the  Eurodollar  rate
     plus 1% (weighted  average of 6.54% at December 31,  1998).  The Company is
     required  to pay a fee of .25%  per  year  for the  unused  portion  of the
     facility and 1.125% per year on outstanding letters of credit.

     The credit facility is collateralized by substantially all of the Company's
     assets  and  requires  the  Company to  maintain  certain  financial  ratio
     covenants.

     In December  1994,  the Company  closed a $9,700  industrial  revenue  bond
     transaction   with  the  Industrial   Development   Authority   ("IDA")  of
     Mecklenburg  County,  Virginia,  for  the  purpose  of  financing  its  new
     manufacturing  facility  located in Virginia.  The bonds bear interest at a
     variable rate (4.25% at December 31, 1998). Additionally,  the Company pays
     a .25% remarketing fee on the bond balance. The bonds mature on December 1,
     2004 and are subject to a mandatory  sinking  fund  redemption  of $970 per
     year and to a mandatory redemption under certain circumstances. The


                                      -44-
<PAGE>

     Company has secured its  obligation  with respect to the IDA bonds  through
     the  issuance of a letter of credit.  The  carrying  amount of the bonds is
     assumed  to  approximate  fair  value  due  to  the  bonds'  variable  rate
     structure.

6.   STOCKHOLDERS' EQUITY

     Preferred Stock

     In  February  1994,  the  board of  directors  authorized  4,000  shares of
     preferred  stock  with  $.01 par  value.  The  board of  directors  has the
     authority to issue these preferred shares and to fix dividends,  voting and
     conversion rights,  redemption  provisions,  liquidation  preferences,  and
     other rights and restrictions.

     Treasury Stock

     The board of directors has authorized the Company to repurchase up to 1,300
     shares  of  its  outstanding   common  stock,  as  deemed   appropriate  by
     management.  At December 31, 1998 and 1997,  repurchases of 1,079 and 1,069
     shares,  respectively,  had been effected at prevailing  market prices from
     time  to  time on the  open  market.  These  repurchased  shares  represent
     additions  to treasury  stock and are  carried at cost in the  accompanying
     balance sheets.

     Stock Option Plans

     In January  1993,  the  Company  adopted  the  American  Buildings  Company
     Management  Incentive  Plan.  The Company  reserved 223 shares for issuance
     under the plan. Stock  incentives  granted pursuant to the plan may include
     (a)  nonqualified  stock  options,  (b)  incentive  stock  options,  or (c)
     restricted  stock awards.  All options were issued at an exercise  price no
     less than  fair  value as of the date of grant.  Cancellations  of  options
     granted under the plan are not available for future grants.

     In February 1994,  the board of directors  approved the 1994 Employee Stock
     Option Plan.  The plan, as amended,  provides for the issuance of incentive
     and nonqualified stock options to acquire up to 880 shares of common stock.
     Options  become  exercisable  as  determined  at the  date  of  grant  by a
     committee  of the board of  directors.  Options  expire ten years after the
     date of  grant  unless  an  earlier  expiration  date is set at the time of
     grant.  To date, the exercise  prices of all issuances of options have been
     at fair market value at the date of grant.

     In addition, the Company has a stock option plan for nonemployee directors,
     which,  as  amended,  authorizes  options to  purchase  up to 260 shares of
     common stock. The option price for future grants is to be determined by the
     board of directors  but shall not be less than the fair market value of the
     common shares on the date the stock option is granted.



                                      -45-
<PAGE>

     Transactions  under the  Company's  stock  option  plans during each of the
     three years ended December 31, 1998 are summarized as follows:

                                                                                
                                                                    Weighted 
                                                        Number      Average 
                                                          of         Price  
                                                        Shares     Per Share
                                                        ------     ---------
                                                                                
     Outstanding at December 31, 1995                     722        $11.91
         Granted                                           19         21.22
         Exercised                                        (75)         8.87
         Canceled                                         (14)        20.01
                                                        -------
     Outstanding at December 31, 1996                     652         12.35
         Granted                                          221         27.12
         Exercised                                        (27)        10.15
         Canceled                                          (2)        10.00
                                                        -------
     Outstanding at December 31, 1997                     844         16.32
         Granted                                            9         29.63
         Exercised                                        (36)         8.11
         Canceled                                          (7)        28.25
                                                        -------
     Outstanding at December 31, 1998                     810         16.73
                                                        =======
     Exercisable at December 31, 1998                     629         13.81
                                                        =======

     At December 31, 1998,  options to purchase  402 shares were  available  for
     future grant under the above option plans.

     The  following  table sets forth the  number of  shares,  weighted  average
     exercise price, and remaining  contractual lives by groups of similar price
     and grant date:

<TABLE>
<CAPTION>
                                Options Outstanding                   Options Exercisable
                      ---------------------------------------       -----------------------
                                   Weighted        Weighted                       Weighted 
                      Number        Average         Average          Number        Average
   Range of             of         Exercise       Contractual          of         Exercise
Exercise Prices       Shares         Price           Life            Shares         Price
----------------      ------       --------       -----------        ------       ---------
<S>                     <C>         <C>            <C>                 <C>         <C>    
   $ 5.18-$ 6.89        163         $  5.94        4.1 years           163         $  5.94
   $10.00-$16.38        310           12.28        5.4 years           310           12.28
   $18.06-$29.63        337           26.08        8.0 years           156           25.10
                        ---                                            ---
   $ 5.18-$29.63        810           16.73        6.2 years           629           13.81
                        ===                                            ===
                        
</TABLE>

     The Company  accounts  for the stock  purchase and stock option plans under
     Accounting   Principles  Board  ("APB")  Opinion  No.  25,  which  requires
     compensation costs to be recognized only when the option price differs from
     the market price at the grant date. SFAS No. 123 allows a company to follow
     APB Opinion No. 25 with additional disclosure that shows what the company's
     net income and  earnings  per share would have been using the  compensation
     model under SFAS No. 123.



                                      -46-
<PAGE>

     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes  option pricing model with the following weighted average
     assumptions used for grants:

                                            1998         1997         1996
                                         -------      -------      -------

     Risk-free interest rate                5.59%        5.98%        6.16%
     Expected dividend yield                0.00%        0.00%        0.00%
     Expected lives                      5 years      5 years      5 years
     Expected volatility                      35%          35%          35%

     The total values of the options granted during the years ended December 31,
     1998, 1997, and 1996 were computed as approximately $108, $2,407, and $133,
     respectively,  which  would be  amortized  over the  vesting  period of the
     options.  If the Company had accounted  for these plans in accordance  with
     SFAS No. 123, the Company's reported pro forma net income and pro forma net
     income per share for the years ended  December  31,  1998,  1997,  and 1996
     would have been as follows:

                                             1998         1997         1996
                                       ----------   ----------   ----------

     Net income:
         As reported                   $   14,595   $   15,851   $   12,447
         Pro forma                         14,043       15,529       12,285
     Basic earnings per share:
         As reported                   $     2.76   $     3.00   $     2.18
         Pro forma                           2.65         2.93         2.16
     Diluted earnings per share:
         As reported                   $     2.59   $     2.81   $     2.06
         Pro forma                           2.49         2.75         2.03


7.   INCOME TAXES

     The provision  for income taxes for each of the three years ended  December
     31, 1998 consists of the following:

                                             1998       1997        1996
                                           --------   --------    --------

     Current:
         Federal                           $  8,741   $  9,608    $  7,231
         State                                  998      1,098         827
     Deferred provision (benefit)             1,369       (305)       (228)
                                           --------   --------    --------
                                           $ 11,108   $ 10,401    $  7,830
                                           ========   ========    ========

     The  provision  for income taxes  differs from the amounts  resulting  from
     multiplying the income before income taxes by the statutory  federal income
     tax rate. The reasons for these differences are as follows:



                                      -47-
<PAGE>

                                                   1998       1997       1996
                                                  ------     ------     ------

 Federal income tax provision at statutory rate
                                                    35.0%      35.0%      35.0%
 State income taxes, net of federal benefit          4.0        4.0        4.0
 Other                                              (0.5)      (0.5)      (0.5)
                                                  ------     ------     ------
                                                    38.5%      38.5%      38.5%
                                                  ======     ======     ======

     The sources of the  differences  between the financial  accounting  and tax
     bases of the  Company's  assets  and  liabilities  which  give  rise to the
     deferred  tax assets  and  liabilities  and the tax  effects of each are as
     follows as of December 31, 1998 and 1997:

                                                       1998         1997
                                                      -------      -------

     Deferred tax assets:
         Accrued liabilities                          $ 1,751      $ 2,412
         Deferred compensation                          1,491        1,209
         Allowance for doubtful accounts                1,036        1,128
         Reserves on nonoperating assets                1,624          422
         Other                                            334          693
                                                      -------      -------
                                                        6,236        5,864
                                                      -------      -------
     Deferred tax liabilities:
         Property, plant, and equipment                (2,102)        (848)
         Goodwill                                        (529)         (33)
         Other                                            (23)         (32)
                                                      -------      -------
                                                       (2,654)        (913)
                                                      -------      -------
     Net deferred tax assets                          $ 3,582      $ 4,951
                                                      =======      =======

     Noncurrent  deferred tax  liabilities  of $714 have been  included in other
     noncurrent liabilities as of December 31, 1998, and noncurrent deferred tax
     assets of $892 have been  included in other  assets as of December 31, 1997
     in the  accompanying  consolidated  balance sheets.  Realization of the net
     deferred tax assets is dependent on generating sufficient taxable income in
     future periods.  Although  realization is not ensured,  management believes
     that it is more  likely  than not  that the  deferred  tax  assets  will be
     realized.

8.   EMPLOYEE BENEFIT PLANS

     Savings Plan

     The Company has a contributory  401(k) plan, the American Buildings Company
     Savings  Plan,  under  which  all  full-time   employees  are  eligible  to
     participate.  The Company matches at least $.25 per $1 of eligible employee
     contributions and can make an additional  contribution at the discretion of
     the board of directors. The plan requires a minimum company contribution of
     1% of eligible gross payroll annually.  Company  contributions to this plan
     were $1,382, $1,913, and $996 for 1998, 1997, and 1996, respectively.



                                      -48-
<PAGE>

     Retirement Plan

     The Company has a  noncontributory  retirement and death benefit plan which
     covers  certain  management  employees.  The plan  provides a death benefit
     prior to obtaining  retirement age, as defined by the plan, to be paid over
     a minimum  ten-year  period and a mutually  exclusive  retirement  benefit,
     after  obtaining  the  defined  retirement  age, to be paid over a ten-year
     period.  Benefits  under  this plan do not vest until  retirement,  and the
     Company  has the right to modify or  terminate  this plan at any time.  The
     Company's  liability for benefits  under this plan was $3,873 and $3,141 as
     of December 31, 1998 and 1997, respectively. This liability is based on the
     estimated  present  value of the  retirement  obligation  accrued  over the
     estimated service period and is included in other noncurrent liabilities in
     the accompanying balance sheets.

     Pension Plans

     In connection with the Windsor acquisition (Note 4), the Company became the
     sponsor  of three  defined  benefit  plans  covering  hourly  and  salaried
     employees. Benefits are based on years of service and/or compensation.  The
     Company's  funding  policy is to contribute  annually an amount that can be
     deducted for federal  income tax purposes  and that meets  minimum  funding
     standards,  using an  actuarial  cost  method  and  assumptions  which  are
     different from those used for financial reporting. Plan assets are invested
     primarily in equity and income securities. Net pension expense was $374 for
     the year ended December 31, 1998 and $29 for the month of December 1997.

     The  following  table  sets  forth the plans'  funded  status  and  amounts
     recognized as other  noncurrent  liabilities  in the  accompanying  balance
     sheet at December 31, 1998:

     Change in benefit obligation:
         Benefit obligation at beginning of year                   $ 2,069
         Service cost                                                  345
         Interest cost                                                 145
         Actuarial loss                                                123
                                                                   -------
     Benefit obligation at end of year                             $ 2,682
                                                                   =======

     Change in plan assets:
         Fair value of plan assets at beginning of year            $ 1,361
         Actual return on plan assets                                   76
                                                                   -------
     Fair value of plan assets at end of year                      $ 1,437
                                                                   =======

     Funded status of the plan:
         Funded status at December 31, 1998                        $(1,244)
         Unrecognized loss                                              75
                                                                   -------
     Net amount recognized                                         $(1,169)
                                                                   =======

     Net pension cost for the year:
         Service cost                                              $   345
         Interest cost on projected benefit obligation                 145
         Expected return on plan assets                               (116)
                                                                   -------
     Net periodic pension cost                                     $   374
                                                                   =======


                                      -49-
<PAGE>

     For the period presented, the discount rate used to determine the projected
     benefit  obligation is 6.75%, the assumed growth in compensation is 5%, and
     the expected long-term rate of return on plan assets is 8.5%.

     The  Company  does not  provide  any other  significant  postretirement  or
     postemployment benefits.

9.   COMMITMENTS AND CONTINGENCIES

     Related-Party Transaction

     The  Company  has an  agreement  with an  entity  controlled  by two of the
     Company's directors to provide financial and management consulting services
     through March 2002. The Company paid $375 in 1998 and $275 in 1997 and 1996
     for annual consulting  services.  In addition to the annual fee, the entity
     received $488 related to services  rendered in connection  with the Windsor
     acquisition.

     Insurance

     The Company  participates in self-insured  workers'  compensation,  general
     liability,  and health  insurance  plans.  Reserves are  estimated for both
     reported and  unreported  claims using industry loss  development  factors.
     Revisions  to  estimated  reserves are recorded in the period in which they
     become known. Estimated self-insurance reserves as of December 31, 1998 and
     1997 totaling $6,104 and $5,592, respectively,  represent management's best
     estimate.  In  the  opinion  of  the  Company's   management,   any  future
     adjustments  to estimated  reserves will not have a material  impact on the
     financial statements.

     Leases

     The Company leases certain  property,  plant, and equipment under operating
     leases.  Minimum future lease payments under operating  leases with initial
     or  remaining  noncancelable  lease  terms  in  excess  of one  year are as
     follows:

      1999                                                             $ 5,884
      2000                                                               4,789
      2001                                                               4,001
      2002                                                               3,024
      2003                                                               1,905
      Thereafter                                                         4,409
                                                                       -------
                    Total                                              $24,012
                                                                       =======

     Total rent expense for all operating leases was $6,390,  $4,296, and $3,811
     in 1998, 1997, and 1996, respectively.

     Employment Agreements

     The  Company  has  entered  into  employment  agreements  with five  senior
     executives for terms expiring December 31, 2000. The agreements provide for
     severance,  up to the longer of the remaining  term of the agreement or one
     year, for termination of employment for any reason other than good cause.



                                      -50-
<PAGE>

     Litigation

     The Company is involved in various  claims and lawsuits  incidental  to its
     business.  In the opinion of  management,  the ultimate  resolution of such
     claims  and  lawsuits  will not have a  material  effect  on the  Company's
     financial position, liquidity, or results of operations.

10.   JOINT VENTURE

     In August  1995,  the  Company  entered  into a joint  venture  with  China
     Renaissance  Industries,  L.P. to pursue the  manufacture and sale of metal
     building  systems in the  People's  Republic  of China  ("PRC") and certain
     countries in Southeast  Asia (the "Joint  Venture").  The Company has a 30%
     interest in the Joint Venture and exclusively licensed to the Joint Venture
     on a royalty-free  basis the right to use certain elements of the Company's
     technology.  The Company has  received  technology  license  fees  totaling
     $1,500,  of which it received  $750 during 1995 and the  remaining  $750 in
     1998. The Company  recognized $732 of the collected  technology license fee
     during 1998. The Company's  portion of the Joint Venture's  cumulative loss
     is $309 as of December 31, 1998 and is offset by the  unrecognized  portion
     of the  technology  license  fee  received.  The  Joint  Venture  completed
     construction  of its  initial  manufacturing  facility  in the  PRC  during
     October  1996.  At December  31, 1998 and 1997,  the Company had $4,500 and
     $4,365, respectively, invested in the Joint Venture which has been included
     in other assets at December 31, 1998 and 1997, respectively.

11.  BUSINESS SEGMENT INFORMATION

     The  Company  adopted  SFAS No.  131,  "Disclosures  about  Segments  of an
     Enterprise and Related  Information,"  in its financial  statements for the
     year ended December 31, 1998.

     The Company's ten business units have been aggregated into three reportable
     segments--Construction  Products,  Door  Products,  and Steel Coil Coating,
     since the long-term financial  performance within each of these segments is
     affected by similar economic conditions. Each of these segments has its own
     management team.

     The Construction Products segment consists of two groups,  representing six
     business   divisions--Buildings,   Heavy   Fabrication,   and  Self-Storage
     (collectively,  the "Buildings Group"),  and Roofing,  ABC Components,  and
     Steel  Components  Systems  (collectively,   the  "Roofing  and  Components
     Group").  This segment  primarily  sells metal buildings  systems,  roofing
     systems for new construction and retrofit markets,  self-storage  buildings
     systems,  and metal building  components.  Products of these  divisions are
     manufactured at the Company's four metal buildings plants and are generally
     marketed through a network of independent general contractors.

     The Door Products segment  represents the Windsor Door division,  which was
     acquired by the Company in December  1997,  and  produces  steel  sectional
     upward-acting  doors for  residential  and  commercial  applications.  Door
     products are manufactured at three plants and are sold through  independent
     distributors as well as 31 company-owned distribution centers.

     The  Steel  Coil  Coating  segment  represents  the  Polymer  Coil  Coating
     division,  which coats steel coils for internal use by the Metal  Buildings
     and Door products  segments and serves as a toll coater for steel mills and
     other customers who use painted steel for architectural products,  lighting
     fixtures, steel furniture, and other applications.



                                      -51-
<PAGE>

     The accounting  policies of the  reportable  segments are the same as those
     described in Note 2 to the consolidated  financial statements.  The Company
     evaluates the performance of each operating division based on income before
     income taxes, accounting changes, nonrecurring items, and interest expense.

     Summarized  financial  information   concerning  the  Company's  reportable
     segments  is shown in the  following  table.  The "Other"  column  includes
     corporate  related  activities as well as results of smaller  operations of
     the  Company,  ABC  Transportation,  and Light  Gauge  Commercial.  Data by
     geographic  area has been omitted as the Company does not have  significant
     sales or long-lived assets held outside of the United States.

<TABLE>
<CAPTION>
                                                                1998
                                       -------------------------------------------------------
                                                                Steel
                                       Construction   Door      Coil
                                         Products   Products   Coating     Other        Total
                                       ------------ --------   --------   --------    --------
<S>                                      <C>        <C>        <C>        <C>         <C>     
     Net sales from external customers   $316,803   $104,735   $ 13,941   $  5,181    $440,660
     Intersegment net sales                    --      1,000     14,420     21,180      36,600
     Operating profit                      24,083      6,940      6,796     (3,985)     33,834
     Total assets                         112,654     82,815     13,318      5,929     214,716
     Capital expenditures                   4,682      3,353        369        354       8,758
     Depreciation and amortization          3,931      2,896        703        725       8,255

<CAPTION>
                                                                1997
                                       -------------------------------------------------------
                                                                Steel
                                       Construction   Door      Coil
                                         Products   Products   Coating     Other        Total
                                       ------------ --------   --------   --------    --------
<S>                                      <C>        <C>        <C>        <C>         <C>     
     Net sales from external customers   $289,553   $  7,783   $  9,866   $  4,765    $311,967
     Intersegment net sales                    --         --     11,962     18,358      30,320
     Operating profit                      27,733        723      4,907     (5,288)     28,075
     Total assets                         116,435     76,437      9,791      6,501     209,164
     Capital expenditures                   8,702         --        826        251       9,779
     Depreciation and amortization          3,535        242        583        631       4,991

<CAPTION>
                                                                1996
                                       -------------------------------------------------------
                                                                Steel
                                       Construction   Door      Coil
                                         Products   Products   Coating     Other        Total
                                       ------------ --------   --------   --------    --------
<S>                                      <C>        <C>        <C>        <C>         <C>     
     Net sales from external customers   $260,246     $   --   $  8,957   $  3,788    $272,991
     Intersegment net sales                    --         --      9,422     16,747      26,169
     Operating profit                      20,282         --      3,393     (3,195)     20,480
     Total assets                          89,168         --      7,784      3,729     100,681
     Capital expenditures                   6,359         --      2,975          1       9,335
     Depreciation and amortization          3,103         --        458        550       4,111
</TABLE>


                                      -52-
<PAGE>

                                             Reconciliation of Segment
                                            Operating Profit to Income
                                            from Continuing Operations
                                         --------------------------------
                                           1998        1997        1996
                                         --------    --------    --------

     Segment operating profit            $ 33,834    $ 28,075    $ 20,480
     Interest expense                      (4,981)     (1,061)       (143)
     Provision for income taxes           (11,108)    (10,401)     (7,830)
                                         --------    --------    --------
     Income from continuing operations   $ 17,745    $ 16,613    $ 12,507
                                         ========    ========    ========

12.  QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   1998
                                             ------------------------------------------------
                                               First       Second        Third        Fourth
                                              Quarter      Quarter      Quarter      Quarter
                                             ---------    ---------    ---------    ---------
<S>                                          <C>          <C>          <C>          <C>      
     Net sales                               $  95,853    $ 107,212    $ 119,597    $ 117,998
     Operating income                            4,413        7,684       11,208       10,529
     Interest expense                            1,276        1,234        1,279        1,192
     Income from continuing operations           1,929        3,968        6,106        5,742
     Discontinued operations:
         Loss from operations                     (295)        (265)         (24)        (820)
         Loss on disposal                           --           --           --       (1,746)
     Net income                                  1,634        3,703        6,082        3,176

     Diluted earnings per share:
         Income from continuing operations   $    0.34    $    0.70    $    1.08    $    1.03
         Discontinued operations:
            Loss from operations                 (0.05)       (0.05)          --        (0.15)
            Loss on disposal                        --           --           --        (0.31)
                                             ---------    ---------    ---------    ---------
     Net income                              $    0.29    $    0.65    $    1.08    $    0.57
                                             =========    =========    =========    =========

<CAPTION>
                                                                  1997
                                             ------------------------------------------------
                                               First       Second        Third        Fourth
                                              Quarter      Quarter      Quarter      Quarter
                                             ---------    ---------    ---------    ---------
<S>                                          <C>          <C>          <C>          <C>      
     Net sales                               $  55,496    $  75,660    $  81,139    $  99,672
     Operating income                            2,566        7,207        8,144       10,158
     Interest expense                              225          266          131          439
     Income from continuing operations           1,439        4,269        4,928        5,977
     Discontinued operations:
         Income (loss) from operations              76           88         (119)        (807)
     Net income                                  1,515        4,357        4,809        5,170

     Diluted earnings per share:
         Income from continuing operations   $    0.26    $    0.75    $    0.87    $    1.06
         Discontinued operations:
            Income (loss) from operations         0.01         0.02        (0.02)       (0.14)
                                             ---------    ---------    ---------    ---------
     Net income                              $    0.27    $    0.77    $    0.85    $    0.92
                                             =========    =========    =========    =========
</TABLE>


                                      -53-
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     Not applicable.


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

     The  information  set forth under the caption  Proposal No. 1 - Election of
Directors in the Company's  definitive  Proxy Statement to be used in connection
with  the  1999  Annual  Meeting  of  Stockholders  is  incorporated  herein  by
reference.

Executive Officers

     See "Part I - Executive Officers of the Company."


ITEM 11. EXECUTIVE COMPENSATION

     The information set forth under the caption "Executive Compensation" in the
Company's  definitive  Proxy  Statement to be used in  connection  with the 1999
Annual Meeting of Stockholders is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

     The information set forth under the caption "Principal Stockholders" in the
Company's  definitive  Proxy  Statement to be used in  connection  with the 1999
Annual Meeting of Stockholders is incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  set forth  under  the  captions  "Compensation  Committee
Interlocks  and  Insider   Participation"  and  "Certain  Transactions"  in  the
Company's  definitive  Proxy  Statement to be used in  connection  with the 1999
Annual Meeting of Stockholders is incorporated herein by reference.


                                      -54-

<PAGE>


                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
         8-K


(a)  DOCUMENT LIST

1.   Financial Statements

     The financial  statements  of the Company  filed  herewith are set forth in
     Part II, Item 8 of this Report.

2.   Financial Statement Schedules

     The following financial statement schedule and opinion thereon are filed as
     a part of this Report:

     Schedule II - Valuation and Qualifying Accounts

     All  other  schedules  for  which  provision  is  made  in  the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related  instructions or are  inapplicable and therefore have
been omitted.

3.   Exhibits Required by Securities and Exchange Commission Regulation S-K

     (a) The  following  exhibits  are  filed  as part  of  this  report  or are
incorporated  herein by reference (Exhibit Nos. 10.1, 10.3, 10.14, 10.15, 10.16,
10.17,  10.18,  10.19,  10.26,  10.27,  10.28,  10.29 and  10.30 are  management
contracts, compensatory plans or arrangements):


Exhibit No.    Description
-----------    -----------

2.1            Agreement of Purchase and Sale of Assets, dated as of October 24,
               1997, by and between Windsor Door, Inc., as Purchaser, and United
               Dominion Industries, Inc. and WCGD, Inc., as Seller.(1)

2.2            Amendment  to  Agreement  of Purchase  and Sale of Assets,  dated
               November 19, 1997, between Windsor Door, Inc. and United Dominion
               Industries, Inc. and WCGD, Inc.(2)

3.1            Restated Certificate of Incorporation, as amended.(3)

3.2            Amended and Restated By-laws.(3)

4.             Form of Common Stock Certificate.(3)

10.1           Stock Option Agreement, dated November 9, 1992, between Robert T.
               Ammerman and the Company, as amended.(3)


                                      -55-

<PAGE>



10.2           Amended and Restated  Registration Rights Agreement,  dated as of
               January 19, 1993,  among the Company and certain of the Company's
               stockholders.(3)

10.3           Amended and Restated Management  Agreement,  dated as of November
               25, 1997, between the Company and Sterling Ventures Limited.(4)

10.4           Net True Lease Agreement,  dated September 22, 1986,  between ABC
               Transportation Company and PACCAR Leasing Corporation and related
               Schedules.(3)

10.5           Master Maintenance  Agreement between ABC Transportation  Company
               and Eufaula Trucking Company.(3)

10.6           Term  Lease  Master  Agreement,  dated  June  11,  1984,  between
               American Buildings Company and IBM Credit Corporation and related
               Lease Supplements and Schedules.(3)

10.7           Commercial  Building Lease,  dated February 1, 1992,  between USX
               Corporation and Polymer Coil Coaters, Inc. relating to Fairfield,
               Alabama leased real property.(3)

10.8           Commercial  Building  Lease,  dated  April 1, 1992,  between  USX
               Corporation   and  Polymer  Coil  Coaters,   Inc.,   relating  to
               Fairfield, Alabama leased real property.(3)

10.9           Commercial  Building  Lease,  dated April 17,  1985,  between USX
               Corporation   and  Polymer  Coil  Coaters,   Inc.,   relating  to
               Fairfield, Alabama leased property.(3)

10.10          Form of Spectrum Software License Agreement.(3)

10.11          Form of Builder Agreement.(3)

10.12          Form of Roofing Contractor Agreement.(3)

10.13          Form of Indemnity Agreement.(3)

10.14          1994 Stock Option Plan, as amended.(5)

10.15          Form of Stock Option Agreement under 1994 Stock Option Plan.(3)

10.16          Stock Option Plan for Non-Employee Directors, as amended.(6)

10.17          Incentive Bonus Plan.(3)

10.18          Management Security Plan.(3)

10.19          Form of Non-Plan Stock Option Agreement.(3)

10.20          Industrial Development Authority of Mecklenburg County,  Virginia
               Purchase  Contract dated November 22, 1994,  with the Company and
               Merchant Capital Corporation.(7)



                                      -56-

<PAGE>



10.21          Loan  Agreement  between  Industrial   Development  Authority  of
               Mecklenburg  County,  Virginia and the Company dated  December 1,
               1994.(7)

10.22          Form of Note (included in Loan Agreement).(7)

10.23          Remarketing  Agreement  dated as of December  1, 1994,  among the
               Company,  Merchant Capital Corporation,  NationsBank of Virginia,
               N.A. and the  Industrial  Development  Authority  of  Mecklenburg
               County, Virginia.(7)

10.24          Indenture of Trust between  Industrial  Development  Authority of
               Mecklenburg County,  Virginia and NationsBank of Virginia,  N.A.,
               as Trustee.(7)

10.25          Pledge Agreement, dated as of April __, 1998, between the Company
               and Canadian Imperial Bank of Commerce.

10.26          Employment  Agreement,  dated as of January 1, 1998,  between the
               Company and Robert T. Ammerman.(4)

10.27          Employment  Agreement,  dated as of January 1, 1998,  between the
               Company and Joel R. Voelkert.(4)

10.28          Employment  Agreement,  dated as of January 1, 1998,  between the
               Company and Roy L. Smith.(4)

10.29          Employment  Agreement,  dated as of January 1, 1998,  between the
               Company and William R. Buchholz.(4)

10.30          Employment  Agreement  dated as of January 1, 1998,  between  the
               Company and R. Charles Blackmon.(4)

10.31          Limited Partnership Agreement of American Buildings Company Asia,
               L.P., dated August 15, 1995.(8)

10.32          Technology  License Agreement between American  Buildings Company
               Asia, L.P. and American  Buildings Company  International,  Inc.,
               dated August 15, 1995.(8)

10.33          Credit  Agreement,  dated as of December 4, 1997,  among American
               Buildings Company, as Borrower,  the several lenders from time to
               time party hereto,  and Canadian  Imperial  Bank of Commerce,  as
               Administrative Agent.(2)

10.34          First  Amendment,  dated as of December 15,  1997,  to the Credit
               Agreement, dated as of December 4, 1997, among American Buildings
               Company, as Borrower, the several lenders from time to time party
               hereto, and Canadian Imperial Bank of Commerce, as Administrative
               Agent.(2)

10.35          Guarantee and Collateral Agreement, dated as of December 4, 1997,
               made  by   American   Buildings   Company   and  certain  of  its
               subsidiaries in favor of Canadian  Imperial Bank of Commerce,  as
               Administrative Agent.(2)

10.36          Mortgage from American Buildings Company,  Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (Eufaula, Alabama).(2)


                                      -57-

<PAGE>



10.37          Mortgage from American Buildings Company,  Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (Fairfield, Alabama).(2)

10.38          Mortgage from American Buildings Company,  Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (El Paso, Illinois).(2)

10.39          Mortgage from American Buildings Company,  Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (Carson City, Nevada).(2)

10.40          Mortgage from American Buildings Company,  Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (La Crosse, Virginia).(2)

10.41          Mortgage  from  AMT/Beaman  Corporation,  Mortgagor,  to Canadian
               Imperial   Bank   of   Commerce,    Mortgagee   (Liberty,   North
               Carolina).(2)

10.42          Mortgage from Windsor Door, Inc., Mortgagor, to Canadian Imperial
               Bank of Commerce, Mortgagee (Little Rock, Arkansas).(2)

10.43          Mortgage from Windsor Door, Inc., Mortgagor, to Canadian Imperial
               Bank of Commerce, Mortgagee (Oliverhurst, California).(2)

10.44          Second  Amendment,  dated as of March  10,  1999,  to the  Credit
               Agreement, dated as of December 4, 1997, among American Buildings
               Company, as Borrower, the several lenders from time to time party
               thereto,   and   Canadian   Imperial   Bank   of   Commerce,   as
               Administrative Agent.

11             Computation of Earnings Per Share.

21             Subsidiaries of the Company.

23             Consent of Arthur Andersen LLP.

27.1           Financial Data Schedule - Year Ended December 31, 1998.

27.2           Restated Financial Data Schedule - Year Ended December 31, 1997.

27.3           Restated Financial Data Schedule - Year Ended December 31, 1996.

               (b)  Reports on Form 8-K.

                    None.

               (c)  Exhibits.

                    See (a)(3) above.

----------
(1)  Incorporated by reference to Exhibits to the Quarterly  Report on Form 10-Q
     for the quarter ended September 30, 1997.

(2)  Incorporated  by  reference  to Exhibits to the Current  Report on Form 8-K
     dated December 4, 1997.

(3)  Incorporated by reference to Exhibits to the Registration Statement on Form
     S-1 (Registration No. 33-76054).

(4)  Incorporated by reference to Exhibits to the Annual Report on Form 10-K for
     the year ended December 31, 1997.


                                      -58-

<PAGE>



(5)  Incorporated by reference to Exhibits to the Registration Statement on Form
     S-8 (Registration No. 333- 64813).

(6)  Incorporated by reference to Exhibits to the Registration Statement on Form
     S-8 (Registration No. 333- 64811).

(7)  Incorporated by reference to Exhibits to the Annual Report on Form 10-K for
     the year ended December 31, 1994.

(8)  Incorporated by reference to Exhibits to the Quarterly  Report on Form 10-Q
     for the period ended September 30, 1995.




                                      -59-

<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 Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           AMERICAN BUILDINGS COMPANY



                                  By:      /s/ Robert T. Ammerman               
                                           -------------------------------------
                                           Robert T. Ammerman,
                                           President and Chief Executive Officer

March 25, 1999

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant in the capacities and on the dates indicated.

         Signature                         Title                      Date
         ---------                         -----                      ----

/s/ Robert T. Ammerman            Chief Executive                March 25, 1999
----------------------------      Officer and Director
Robert T. Ammerman          


/s/ R. Charles Blackmon, Jr.      Executive Vice President -     March 25, 1999
----------------------------      Chief Financial Officer 
R. Charles Blackmon, Jr.          (principal financial    
                                  officer)                
                                  

/s/ Anne M. Savage                Controller (principal          March 25, 1999
----------------------------      accounting officer)
Anne M. Savage              



/s/ William L. Selden             Chairman of the Board          March 25, 1999
----------------------------      and Director
William L. Selden           



/s/ Harold Levy                   Director                       March 25, 1999
----------------------------
Harold Levy


/s/ Douglas L. Newhouse           Director                       March 25, 1999
----------------------------
Douglas L. Newhouse



                                      -60-

<PAGE>



/s/ Ralph Saul                    Director                        March 25, 1999
----------------------------
Ralph Saul



/s/ Robert F. Shapiro             Director                        March 25, 1999
----------------------------
Robert F. Shapiro


                                  Director                        March __, 1999
----------------------------
Kendrick Wilson, III






                                      -61-

<PAGE>

                   Report of independent public accountants




To American Buildings Company:


We have audited, in accordance with generally accepted auditing  standards,  the
consolidated balance sheets of AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES as of
December  31,  1998  and  1997  and  the  related  consolidated   statements  of
operations,  stockholders' equity, and cash flows for each of the three years in
the period  ended  December  31, 1998 and have issued our report  thereon  dated
February 8, 1999.  Our audits were made for the purpose of forming an opinion on
the basic  financial  statements  taken as a whole.  The schedule listed in Item
14(a)(2)  hereof is the  responsibility  of management  and is presented for the
purpose of complying with the Securities and Exchange  Commission's rules and is
not a required part of the basic  financial  statements.  This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  fairly  states in all material  respects,  the
financial  data  required  to be set  forth  therein  in  relation  to the basic
financial statements taken as a whole.


ARTHUR ANDERSEN LLP






Atlanta, Georgia
February 8, 1999

                                      -62-

<PAGE>


                                                                     SCHEDULE ll


                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES


                        VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                           Additions
                                                               ---------------------------------
                                                                   Charged
                                                Balance at        (Credited)        Charged                            Balance
                                                Beginning          to Costs         to Other                            at End
                                                 of Year         and Expenses       Accounts       Deduction(2)        of Year
                                             ----------------  ---------------- ---------------- ----------------  ----------------
<S>                                               <C>              <C>             <C>              <C>                <C>     
YEAR ENDED DECEMBER 31, 1998:
  Allowance for doubtful accounts                 $4,345           $  249          $    0           $ (1,313)          $3,281  
                                             ----------------  ---------------- ---------------- ----------------  ----------------
YEAR ENDED DECEMBER 31, 1997:
  Allowance for doubtful accounts                 $3,345           $ (213)         $1,405(1)        $   (192)          $4,345
                                             ----------------  ---------------- ---------------- ----------------  ----------------
YEAR ENDED DECEMBER 31, 1996:
  Allowance for doubtful accounts                 $2,589           $1,067          $    0           $   (311)          $3,345
                                             ----------------  ---------------- ---------------- ----------------  ----------------
</TABLE>


------------
(1)  Represents the allowance recorded in conjunction with acquired companies.

(2)  Charges to the allowance for purposes for which the allowance was created.





                                      -63-