==============================================================================

                       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, 1997

                                       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 $152,873,340 as of the close of business on
March 16, 1998.

     The number of shares of Common Stock, $.01 par value, outstanding as of
March 16, 1998 was 5,275,087.

                       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 28, 1998,
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 12,300 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 375 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 and commercial
applications, as well as modular structures and residential steel framing
systems. 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 95.0% and 89.5% of its respective
1996 and 1997 net sales from the sale of metal building systems and roofing and
architectural products and secondary building components.

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 1997, 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 1996, the
non-residential market for metal buildings consisted primarily of three distinct
markets: (1) commercial buildings, which accounted for approximately 35% of
metal building systems industry sales; (2) manufacturing buildings, which
accounted for approximately 41% of such industry sales; and (3) institutional
buildings and other categories, which in the aggregate accounted for
approximately 24% 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


                                       -1-

<PAGE>

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 and $2.5 billion in 1997.(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% of 1996
industry sales and approximately 68% of 1997 industry sales reported to the
MBMA; 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 have 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

----------

(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 February 1998. 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, components and international divisions.


                                       -2-

<PAGE>

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.

     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 1996 was approximately
$13.9 billion, divided between retrofit roofing (approximately $10.7 billion)
and


                                       -3-

<PAGE>

new roofing (approximately $3.2 billion).(2) Metal roofing in 1996 accounted for
approximately 3.1% 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, 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 1996 and 1997, ABC added 184
and 152 builders, respectively, to its builder/dealer network and dropped 198
poorly performing builders in aggregate during these years. In 1996 and 1997,
the 184 new builders and 152 new builders accounted for approximately 9% and 7%,
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

----------

(2)  The sales information for the roofing industry is derived from data
     published by the National Roofing Contractors Association ("NRCA"), an
     industry trade association, in April 1997, which compiles information from
     roofing contractors and makes certain extrapolations to determine the total
     market. The NRCA has informed the Company that it does not expect to
     publish 1997 data until mid-April 1998. The Company does not, and believes
     other metal buildings systems manufacturers do not, report roofing sales to
     the NRCA.


                                       -4-

<PAGE>

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
80% 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 $10.7
billion retrofit roofing and $3.2 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.

     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 $10.3 million in 1995 (including
$5.3 million for the expansion of its Virginia facility), $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) and $10.0 million during 1997 (including $3.6
million for new technical and business systems) and currently intends to spend
$11.6 million during 1998, including $2.0 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


                                       -5-

<PAGE>

development. In November 1996, ABC acquired the Liberty, North Carolina
manufacturing facility of American Modular Technologies, L.L.C. for the
manufacture of modular buildings. In December 1996, the Company formed a new
division to pursue the manufacture and marketing of steel framing for the
residential 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.

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 45 persons located throughout
the United States. The Company currently has an organization of approximately
375 preferred roofing contractors, including approximately 190 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 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 1996 and
1997, 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 11.3% and 8.0%, 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


                                       -6-

<PAGE>

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 215 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.

     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                       1995           1996           1997
        ---------------                       ----           ----           ----

At January 1, .......................          966            983          1,064

Added ...............................          152            184            152

Terminated ..........................          135            103             95
                                               ---          -----          -----

At December 31, .....................          983          1,064          1,121
                                               ===          =====          =====

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


                                       -7-

<PAGE>

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 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.

     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 and
industrial door market through a network of approximately 300 independent
distributors and 29 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.

     AMT markets convenience stores and canopy systems to the petroleum industry
through a network of three sales people calling on the large oil companies and
the independents. It relies on long established relationships to be successful
in this market. Additionally, AMT sells to the commercial and institutional
market through a dedicated group of estimators which sell direct to the end user
or to intermediate leasing companies.


                                       -8-

<PAGE>

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 metal roofing market.
Summit, which the Company introduced in April 1994, operates similarly to
Spectrum. Approximately 80% 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


                                       -9-

<PAGE>

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 eight
weeks, depending upon the backlog at each manufacturing facility and the time
required for the builder to obtain all required governmental approvals as well
as approval of the builder's architect.

     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.

     AMT roll forms certain components of its modular buildings and purchases
some parts from outside suppliers. Modular structures, which include not only
the structure but most of the interior requirements such as HVAC, plumbing and
electrical, are then assembled at the plant site.

     The Company operates 11 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; and La Crosse,
Virginia plants. The components division operates out of a leased facility in
Birmingham, Alabama. Residential and light commercial metal building systems are
manufactured at a leased facility in Atlanta, Georgia. ABC's coil painting plant
is located in Birmingham, Alabama. Modular systems are manufactured in Liberty,
North Carolina. Doors are


                                      -10-

<PAGE>

manufactured in Little Rock, Arkansas and Olivehurst, California. Metal
stampings are manufactured at a leased facility in Little Rock, Arkansas. See
"Item 2. Properties."

PRODUCTS AND SERVICES

     The Company conducts its business through 11 operating divisions,
Buildings, Roofing, Heavy Fabrication, Self Storage, Components, Polymer Coil
Coaters, International, Windsor Door, Modular Buildings, Residential/Light
Commercial and 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, Self Storage and International
divisions) and the Roofing and Components Group (consisting of the Roofing and
Components 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 is expected to paint coil for the Windsor Door division.
The Modular Buildings division, which was acquired in late November 1996,
manufactures and markets modular buildings for the non-residential market. ABC's
residential/light commercial division was formed in late 1996 to address the
market for residential steel framing. The Windsor Door division produces and
markets steel sectional upward acting doors for residential and commercial
applications and rolling steel doors for industrial uses and has a contract
manufacturing business specializing in metal stampings. The Company intends to
use its builder/dealer network to expand the market for the Windsor Door
division's door products. The Company also expects to produce 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, Heavy
Fabrication and International 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 $50,200,
representing a building of approximately 12,300 square feet in size, although
the Company frequently provides larger buildings of up to one million square
feet or more.

     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


                                      -11-

<PAGE>

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 and a second steel mill in Indiana, a large aircraft hanger in
Georgia and a mining facility in Chile in 1997.

     See "--International Opportunities" for a discussion of the Company's
International division.

     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,


                                      -12-

<PAGE>

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 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 30%, 25% and
20% of the division's gross sales for 1995, 1996 and 1997, 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 43%,
51% and 55% of Polymer Coil Coaters' gross sales for 1995, 1996 and 1997,
respectively (before intercompany eliminations), were to the Company and the
balance to industrial customers.


                                      -13-

<PAGE>

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."

     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 134 leased truck cabs and
approximately 340 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.

     MODULAR BUILDINGS

     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. This acquisition complements ABC's presence in
the low-rise non-residential construction market with a modular approach used by
major oil companies for convenience stores and canopy systems at their gas
stations. The Company intends to expand this division's activities into other
segments of the market where modular is an accepted form of construction, such
as classrooms and correctional facilities.

     RESIDENTIAL/LIGHT COMMERCIAL

     The Company formed this division in December 1996 to pursue the residential
steel framing market. Although currently fewer than 70,000 of the approximately
1.4 million annual new housing starts have steel framing, steel framing has
slowly been making inroads. Steel frames tend to have less price fluctuation
than wood and have the inherent characteristics of added strength, particularly
important in seismic and high wind areas. Steel frames are also superior to wood
frames in areas where there are termites and high humidity.

     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 and commercial 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 29 Company-owned distribution centers.


                                      -14-

<PAGE>

     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 will receive a technology license fee of $1.5
million, of which $750,000 was paid in 1995 and the remainder of which is due in
late 1998. ABC invested approximately $4.4 million in the joint venture through
the end of 1997 and expects to invest up to an additional $0.1 million in 1998.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources." The Company is
currently 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 1997, the Company
purchased approximately 47% of its steel requirements from two steel companies,
the largest of which accounted for approximately 30% 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, 1997, the total backlog for orders believed by the Company
to be firm was $96.6 million, all of which the Company expects to fill during
the current fiscal year. This compares with a total backlog of $82.1 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."


                                      -15-

<PAGE>

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. AMT
offers, for components manufactured by it, a one-year warranty against defective
materials and workmanship and a 90-day warranty on HVAC systems for its modular
structures. Refrigeration and roofing systems are warranted by their respective
suppliers. Historically, claims under these warranties have been immaterial.

COMPETITION

     On the basis of data reported by the MBMA, the Company's 1997 sales of
metal building systems products constituted approximately 11.4% 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 20.6%, 14.4% and 11.9%, respectively, of total
1997 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 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


                                      -16-

<PAGE>

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 80% market share. The Windsor Door division's
current market share is estimated by ABC to be approximately 8%, ranking it
fourth. Wayne Dalton Corporation and Overhead Door Corporation are believed to
be the two largest manufacturers, with Clopay Corporation also being larger than
Windsor.

     The Modular Buildings division has two primary competitors in the modular
petroleum business, both of which are privately owned. Several other
manufacturers compete in the canopy business and the commercial/institutional
modular business.

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.

EMPLOYEES

     At December 31, 1997, the Company employed approximately 2,600 people, of
whom 135 were general and administrative personnel, approximately 125 were sales
personnel, approximately 420 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.


                                      -17-

<PAGE>

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 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


                                      -18-

<PAGE>

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. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."


                                      -19-

<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                  58      Chief Executive Officer and Director

R. Charles Blackmon, Jr.            48      Executive Vice President--Chief
                                             Financial Officer

Byron L. Brumfield                  54      Vice President--Human Resources

William R. Buchholz                 54      Vice President--Operations

R. Howard Burns                     57      President--Windsor Door Division

Joseph M. Grigelevich, Jr.          55      President--American Modular
                                             Technologies

Richard B. Haws                     41      President--Residential/Light
                                             Commercial Division

Barry L. Milling                    54      Vice President--Technical Services

William W. Riley                    65      President of ABC Transportation
                                             Company

Anne M. Savage                      42      Controller

Roy L. Smith                        59      Vice President--Polymer Division

Joel R. Voelkert                    49      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.


                                      -20-

<PAGE>

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 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. Grigelevich has been President of American Modular Technologies since
joining the Company in November 1996 in connection with the Company's
acquisition of the Liberty, North Carolina manufacturing operations of American
Modular Technologies, L.L.C. ("AMT"). Prior to joining the Company, Mr
Grigelevich served as a management consultant in 1995, and consulted for AMT.
From 1976 to 1995, Mr. Grigelevich served in various positions with Bird
Corporation, including Vice President--Finance & Administration from 1993 to
1995 and Treasurer from 1990 to 1993.

Mr. Haws joined the Company as President--Residential/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. Milling has served as Vice President--Technical Services since joining the
Company in October 1992, and is responsible for all functions of the Company's
Engineering Department. Prior to joining ABC, Mr. Milling served as Vice
President and General Manager of the Eastern Region of the Ceco-Building
Division of Robertson-Ceco Corp. since November 1990, and prior thereto held
various positions in operations, engineering, research and development, and
customer service at Robertson-Ceco Corporation since 1969. Mr. Milling is a
Registered Professional Engineer in a number of states.

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.


                                      -21-

<PAGE>

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.


                                      -22-

<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                           84,000 square feet                      Owned
 Facility................................................   6.0 acres

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

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

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

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

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

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

Liberty, North Carolina/Manufacturing                       160,000 square feet                     Owned
 Facility................................................   29.3 acres

La Crosse, Virginia/Manufacturing                           197,000 square feet                     Owned
 Facility................................................   28 acres
</TABLE>

     The Company also leases 29 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.


                                      -23-

<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.


                                      -24-

<PAGE>

                                    PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S 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, 1996
         ----------------------------

    First Quarter ..........................        $24.375         $19.125
    Second Quarter .........................        $34.375         $22.00
    Third Quarter ..........................        $29.75          $20.75
    Fourth Quarter .........................        $26.75          $19.75


                                                     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
                                                           

     The number of stockholders of record of Common Stock on March 16, 1998 was
approximately 95. On March 16, 1998, the last reported sale price of the Common
Stock as reported by the Nasdaq National Market was $30.00.

     The Company has never paid cash dividends on the Common Stock.


                                      -25-

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                                       Year Ended December 31,
                                                              ---------------------------------------------------------------------

                                                                1997          1996           1995           1994            1993
                                                                ----          ----           ----           ----            ----

                                                                                (in thousands, except per share data)

<S>                                                           <C>           <C>           <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA:
Net sales ..............................................      $323,387      $273,953      $ 281,450       $ 204,666       $ 166,805
                                                              --------      --------      ---------       ---------       ---------

Cost and expenses:
  Cost of sales ........................................       268,023       229,260        228,088         164,694         140,431
  Selling, general and administrative ..................        28,528        24,311         26,567          21,830          18,282
                                                              --------      --------      ---------       ---------       ---------

                                                               296,551       253,571        254,655         186,524         158,713
                                                              --------      --------      ---------       ---------       ---------

Operating income .......................................        26,836        20,382         26,795          18,142           8,092

Interest expense (income) ..............................         1,061           143           (175)          1,369           3,362
                                                              --------      --------      ---------       ---------       ---------

Income before provision for income
  taxes, extraordinary item and
  cumulative effect of change in
  accounting principle .................................        25,775        20,239         26,970          16,773           4,730
Provision for income taxes(1) ..........................         9,924         7,792          9,380           6,318           1,921
                                                              --------      --------      ---------       ---------       ---------
Income before extraordinary item
  and cumulative effect of change in
  accounting principle(1) ..............................        15,851        12,447         17,590          10,455           2,809

Extraordinary loss on early extinguishment
  of long-term debt(2) .................................          --            --             --            (2,425)           (413)

Cumulative effect of change in accounting
  for income taxes .....................................          --            --             --              --             1,022
                                                              --------      --------      ---------       ---------       ---------
Net income(1) ..........................................      $ 15,851      $ 12,447      $  17,590       $   8,030       $   3,418
                                                              ========      ========      =========       =========       =========

Earnings per share-Diluted(3):
  Income before extraordinary item
    and cumulative effect of change in
    accounting principle(1) ............................      $   2.81      $   2.06      $    2.68       $    1.81       $    0.66

  Extraordinary loss on early
    extinguishment of long-term debt(2) ................          --            --             --             (0.42)          (0.10)

  Cumulative effect of change in accounting
    for income taxes ...................................          --            --             --              --              0.24
                                                              --------      --------      ---------       ---------       ---------

Net income per common and
  common equivalent share(1)(3) ........................      $   2.81      $   2.06      $    2.68       $    1.39       $    0.80
                                                              ========      ========      =========       =========       =========

Weighted average number of common and
  common equivalent shares
  outstanding(3) .......................................         5,649         6,040          6,554           5,780           4,288
                                                              ========      ========      =========       =========       =========
</TABLE>


                                      -26-

<PAGE>

<TABLE>
<CAPTION>
                                                                                         As of December 31,
                                                                 -----------------------------------------------------------------
                                                                 1997           1996            1995           1994           1993
                                                                 ----           ----            ----           ----           ----

                                                                                           (in thousands)

<S>                                                           <C>             <C>             <C>             <C>            <C>
BALANCE SHEET DATA:

Working capital ......................................        $ 37,108        $ 13,710        $ 27,116        $18,182        $14,093

Total assets .........................................         210,051         101,970         101,343         85,149         60,744

Current maturities of long-term debt(4) ..............          13,866           1,051             970          1,863          6,636

Long-term debt, net of current
  maturities(5) ......................................          71,407          10,872           7,760         12,376         18,071

Stockholders' equity(6) ..............................          55,796          41,466          53,511         37,075         12,822
</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. In 1993, the Company extinguished
     $4,415,000 principal amount of senior notes prior to scheduled maturity,
     which resulted in an extraordinary loss of $413,000 (net of income tax
     benefit of $259,000).

(3)  The share and per share information for 1996, 1995, 1994 and 1993 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.

(4)  Includes $10,624,000 used to cash collateralize letters of credit issued by
     its previous lenders until replacement letters of credit are issued. As
     replacement letters of credit are issued, the cash is being used to pay
     down the credit facility.

(5)  Net of unamortized discount of $3,875,000 on the Company's New Class A
     Notes and New Class B Notes at December 31, 1993, which notes were repaid
     from the net proceeds to the Company from the Company's initial public
     offering in 1994.

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


                                      -27-

<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

1997 COMPARED TO 1996

     Net sales increased 18.0% to $323.4 million in 1997 from $274.0 million in
1996. Backlog at December 31, 1997 of $96.6 million was 17.7% higher than
backlog at December 31, 1996. The Company's metal buildings industry domestic
market share, which is measured in terms of sales dollars shipped by the
Construction Products Group (consisting of the Company's Buildings Group and
Roofing and Components Group), decreased slightly to 11.5% compared to 11.6% in
1996. Net sales in the Buildings Group (consisting of the Company's Metal
Buildings, Heavy Fabrication, Self-Storage and International divisions) were
$237.8 million, up 10.4% from $215.5 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 and Components divisions), increased 15.5% to $51.7 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. Gross sales of the Polymer Group increased
18.8% to $21.8 million from $18.4 million in 1996. This 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 to 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. 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 25.7% to $4.8 million from $3.8 million in 1996 due to
increased revenues from hauling of third party loads.

     On November 26, 1996, the Company purchased certain assets of the North
Carolina manufacturing facility of American Modular Technologies ("AMT"), which
manufactures modular structures. Net sales of AMT in 1997 were $11.4 million
compared to $1.0 million during the one-month period for which it was owned by
the Company in 1996. AMT's increase in sales accounted for approximately 4% of
the total 18% increase in net sales for the Company in 1997 compared to 1996.


                                      -28-

<PAGE>

     On December 4, 1997 the Company completed the acquisition of certain net
assets of Windsor Door, which manufactures and markets steel sectional upward
acting doors for residential and commercial applications, rolling steel doors
for industrial applications and has a metal stampings manufacturing business.
The acquisition of Windsor Door contributed $7.8 million to net sales for the
one-month period following the acquisition, which accounts for approximately 3%
of the total 18% increase in sales in 1997 compared to 1996.

     Gross profit for 1997 increased 23.9% to $55.4 million from $44.7 million
in 1996. Gross margins increased 4.9% to 17.1% in 1997 compared to 16.3% in
1996. This increase was primarily caused by higher volume and somewhat higher
selling prices as well as effective cost containment. Gross margins in 1996 had
been adversely affected by lower selling prices during part of the year
resulting from the Company'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 17.3% to
$28.5 million from $24.3 million in 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 to reduce costs as much as
possible without adversely affecting long-term growth objectives.

     The Company had net interest expense of $1.1 million in 1997 compared to
$.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 December, 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.

     Net income for 1997 was $15.9 million, an increase of 27.3% compared to
$12.4 million in 1996.

1996 COMPARED TO 1995

     Net sales decreased 2.7% to $274.0 million in 1996 from $281.5 million in
1995. Backlog at December 31, 1996 was 41.9% higher than backlog at December 31,
1995. The Company's metal buildings industry domestic market share, which is
measured in terms of sales dollars shipped by the Construction Products Group
(consisting of the Company's Buildings Group and Roofing and Components Group),
decreased slightly to 11.6% compared to 11.9% in 1995. Net sales in the
Buildings Group (consisting of the Company's Metal Buildings, Heavy Fabrication,
Mini-Warehouse (now Self Storage) and International divisions) were $215.5
million, down 4.7% from $226.1 million in 1995. This decrease was primarily the
result of lower volume in the first quarter of 1996, which was caused by a
combination of a low backlog coming into the year plus the effect of the severe
weather conditions across most U.S. markets, which caused customers to delay
shipment of their orders as construction sites were not yet prepared. Also
contributing to the decrease in net sales was lower per unit selling prices as a
result of the pass-through of cost decreases from suppliers, compounded further
by the aggressive pricing strategy implemented during the first half of 1996 to
rebuild backlog. Net sales in the Roofing and Components Group (consisting of
the Company's Roofing and Components divisions), increased 6.8% to $44.8 million
from $41.9 million in 1995 due to continued increasing acceptance of metal in
the roofing market and continued expansion of the


                                      -29-

<PAGE>

preferred roofing contractor network. Gross sales of the Polymer Group increased
 .7% to $18.4 million from $18.3 million in 1995. This Group has operated
essentially at capacity for the last two years; consequently, a capital project
was begun in late 1996 and completed in January 1997 which increased the
capacity of this Group by approximately 40%. Net sales after eliminations in the
Polymer Group decreased 14.0% to $9.0 million from $10.4 million in 1995 as
proportionately more of the Group's resources were directed toward production
for other divisions of the Company as opposed to third parties. Gross sales
before eliminations in the Transportation Group increased 6.3% to $20.5 million
from $19.3 million in 1995. Net sales after eliminations increased 27.6% to $3.8
million from $3.0 million in 1995 due to increased revenues from hauling of
third party loads.

     Gross profit for 1996 decreased 16.3% to $44.7 million from $53.4 million
in 1995. Gross margins decreased 14.0% to 16.3% in 1996 compared to 19.0% in
1995. This decrease was primarily caused by lower volume plus lower selling
prices which were the result of the Company's strategy through the first half of
1996 to be market and price aggressive in order to build backlog and better
utilize expanded production capabilities.

     Selling, general and administrative expenses for 1996 decreased 8.5% to
$24.3 million from $26.6 million in 1995. As a percentage of net sales, these
expenses decreased to 8.9% in 1996 from 9.4% in 1995. The decrease resulted from
the Company's strategy to mitigate the impact of reduced volume and selling
prices by reducing costs wherever possible without adversely affecting its
long-term growth objectives.

     The Company had net interest expense of $.1 million in 1996 compared to net
interest income in 1995 of $.2 million. The increase in interest expense
resulted primarily from the Company's repurchase of its common stock and, to a
much lesser degree, the purchase of certain assets of AMT's Liberty, North
Carolina manufacturing operations which has caused it to incur borrowings under
its credit facility. Additionally, the Company was earning less interest income
on the unused proceeds from its Industrial Revenue Bond transaction which is
included on the accompanying Consolidated Balance Sheets in Other Assets, as
most of these proceeds have been invested in the Virginia manufacturing
facility.

     Net income for 1996 was $12.4 million, which is comparable to $16.6 million
in 1995, which was net income before the $1.0 million one-time tax provision
credit for the reversal of a valuation allowance on net operating loss
carryforwards. Including this one-time credit, net income in 1995 was $17.6
million.


                                      -30-


<PAGE>

     The following table presents the Company's gross sales attributable to each
of its operating divisions for the periods indicated:

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                  ----------------------------------------------------------------------------------

                                                     1997             1996              1995              1994              1993
                                                     ----             ----              ----              ----              ----

                                                                                    (In thousands)

<S>                                               <C>               <C>               <C>               <C>               <C>      
Buildings Group ..........................        $ 237,818         $ 215,456         $ 226,119         $ 157,661         $ 128,569

Roofing and Components
 Group ...................................           51,737            44,790            41,943            33,313            25,608

Transportation Group(1) ..................           23,120            20,535            19,314            16,272            13,430

Polymer Group(2) .........................           21,829            18,379            18,251            17,368            16,398

American Modular
 Technologies(3) .........................           11,420               962              --                --                --

Windsor Door(4) ..........................            7,783              --                --                --                --
                                                  ---------         ---------         ---------         ---------         ---------

Gross Sales ..............................          353,707           300,122           305,627           224,614           184,005

Eliminations .............................          (30,320)          (26,169)          (24,177)          (19,948)          (17,200)
                                                  ---------         ---------         ---------         ---------         ---------

Net sales ................................        $ 323,387         $ 273,953         $ 281,450         $ 204,666         $ 166,805
                                                  =========         =========         =========         =========         =========
</TABLE>

----------

(1)  Includes intercompany sales of $18.4 million, $16.7 million, $16.3 million,
     $12.8 million and $10.9 million, respectively.

(2)  Includes intercompany sales of $12.0 million, $9.4 million, $7.8 million,
     $7.1 million and $6.3 million, respectively.

(3)  American Modular Technologies was purchased on November 26, 1996. Data for
     1996 represents net sales for the one-month period following the
     acquisition.

(4)  Windsor Door was purchased on December 4, 1997. Data for 1997 represents
     net sales for the one-month period following the acquisition.

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 operations was $14.9 million, $14.0 million and $24.2
million in 1997, 1996 and 1995, respectively. Net income plus depreciation and
amortization was $21.1 million, $16.6 million and $20.9 million in the same
periods, respectively. For 1997, 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 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 volume. For 1995, cash provided by operating activities exceeded net
income plus depreciation and amortization primarily due to further improvement
in working capital management which was partially offset by an increase in net
noncurrent assets and liabilities.

     Net cash used in investing activities was $68.7 million, $9.6 million and
$5.4 million in 1997, 1996 and 1995, respectively. For 1997, this was primarily
the result of the acquisition of the Windsor Door division for $58.7 million,
including transaction costs of $1.0 million and


                                      -31-

<PAGE>

excluding $.2 million of cash acquired. Also in 1997, the Company made additions
to property, plant and equipment of $10.0 million, increased in investment in
its China Joint Venture by $.5 million and applied the remaining $.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, the purchase of certain assets
of AMT for $2.0 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. For
1995, this was primarily the result of additions to property, plant and
equipment of $10.3 million partially offset by the application of $5.5 million
of Restricted Cash to capital expenditures related to the Virginia manufacturing
facility.

     Net cash provided by (used for) financing activities was $70.3 million,
($21.5) million and ($6.7) million for 1997, 1996 and 1995, respectively. 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 which had been issued by
its previous lender until replacement letters of credit could be issued by its
new lender. As the replacement letters of credit are issued, the revolving
facility is being reduced accordingly. Other net proceeds from the revolving
facility of $2.6 million were used to finance normal operating activities of the
Company. Long term debt repayments of $1.3 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 treasury stock of $25.5 million
were funded by cash provided by operating activities and by borrowings under the
Company's revolving credit facility. For 1995, long-term debt repayments,
payment of stock registration costs and purchases of treasury stock were funded
by cash provided by operating activities.

     The Company currently has budgeted an aggregate of $11.6 million for
capital expenditures in 1998, consisting of $2.0 million for new technical and
business systems, $.4 million to complete the Virginia manufacturing facility
and $9.2 million primarily for machinery and equipment at its other existing
facilities, including the Windsor Door facilities purchased in December 1997.
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 Door
("Windsor") for $59.0 million, including transaction costs of $1.0 million.
Pursuant to the terms of the purchase agreement, the purchase price is subject
to further adjustment once a final determination is made for the amount of
working capital transferred as of the date of closing. 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
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 $29.7 million
which was assigned to goodwill and is being amortized over forty years.


                                      -32-

<PAGE>

     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 million term loan facility and a revolving credit
facility ("Revolver") with maximum borrowings of $75 million, including a $30
million letter of credit sub-facility and a $5 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 million to $9 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 are carried as
restricted cash on the accompanying Consolidated Balance Sheets. This amount of
borrowing has been included in current portion of long-term debt as the Company
intends to repay the Credit Facility as soon as the replacement letters of
credit are issued and the underlying cash collateral is returned by the previous
lender. The Credit Facility expires on January 3, 2003 and bears interest at a
rate equal to, at the option of the Company, either (i) 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 leverage ratio (as defined in the credit agreement) and
consolidated interest coverage ratio (as defined in the credit agreement)) or
(ii) 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, 1997 the interest rate
on Eurodollar borrowings under the Credit Facility of $76.7 million was 6.97%
and the interest rate on $1.1 million of base rate borrowings was 8.5%. 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 beginning the first
quarter of 1998. The Credit Facility 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 banks 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 $.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 principal payments.


                                      -33-

<PAGE>

     At December 31, 1997, the Company's outstanding debt (including current
portion) was $85.3 million, which includes $40 million of the term loan, $37.8
million of the Revolver and $6.8 million of IDA Bonds used to finance the
Virginia manufacturing facility.

     On November 26, 1996, the Company acquired certain assets of the Liberty,
North Carolina facility of American Modular Technologies ("AMT") for $2.0
million which approximated the fair value of the assets acquired. AMT produces
modular structures used for convenience stores which are sold to major oil
companies and its technology has also been used for correctional facilities,
schools and warehouses.

     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, 1997 and 1996 the Company
had repurchased 1.1 million shares costing $28.5 million and 1.0 million shares
costing $26.5 million, respectively. These shares are reflected as Treasury
Stock on the accompanying Consolidated Balance Sheets and were purchased from a
combination of cash provided by operations and borrowings under the Company's
revolving credit facility.

     In August 1995, the Company entered into a joint venture with China
Renaissance Industries, L.P. to pursue the manufacture 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 Company will receive a technology
license fee of $1.5 million, of which it received $.75 million during 1995. The
joint venture completed construction of its initial manufacturing facility in
the PRC in October 1996. At December 31, 1997 and 1996 the Company had $4.4
million and $3.8 million, respectively, invested in the joint venture, which was
funded by cash provided by operating activities, and may invest up to an
additional $.1 million in 1998.

     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 the anticipated additional capital
to be invested in its joint venture in China, through at least 1998. 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.

     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
costs 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.


                                      -34-

<PAGE>

YEAR 2000 COMPLIANCE

     The Company is currently in the process of identifying, 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 does not believe the cost
of converting all internal systems to be year 2000 compliant will be material to
its financial condition or results of operations. Costs related to the year 2000
issue are being expensed as incurred.

     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.

FLUCTUATIONS OF QUARTERLY OPERATING RESULTS

     The Construction Products business is 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 10 of Notes to Consolidated Financial
Statements for selected unaudited quarterly financial data for the years ended
December 31, 1997 and 1996. 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.


                                      -35-

<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, 1997 and 1996

     Consolidated Statements of Operations for the Years Ended December 31,
     1997, 1996 and 1995

     Consolidated Statements of Stockholders' Equity for the Years Ended
     December 31, 1997, 1996 and 1995

     Consolidated Statements of Cash Flows for the Years Ended December 31,
     1997, 1996 and 1995

     Notes to Consolidated Financial Statements


                                      -36-

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
American Buildings Company:

We have audited the accompanying consolidated balance sheets of AMERICAN
BUILDINGS COMPANY (a Delaware corporation) AND SUBSIDIARIES as of December 31,
1997 and 1996 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1997. 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, 1997 and 1996 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
February 10, 1998


                                       37
<PAGE>

                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1997 AND 1996

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                              1997        1996
                                                                                            --------     --------
<S>                                                                                         <C>          <C>
CURRENT ASSETS:
   Cash (including restricted cash of $10,624 in 1997)                                      $ 16,560     $      0
   Accounts receivable, net of allowance for doubtful accounts of $4,375 and $3,345
      in 1997 and 1996, respectively                                                          61,574       36,332
   Inventories                                                                                32,159       19,823
   Deferred income taxes                                                                       4,059        3,333
   Prepaid expenses                                                                            1,855        1,084
                                                                                            --------     --------
            Total current assets                                                             116,207       60,572

PROPERTY, PLANT, AND EQUIPMENT, NET                                                           54,607       33,194

DEFERRED INCOME TAXES                                                                            892        1,313

GOODWILL, NET                                                                                 29,669            0

OTHER ASSETS, NET                                                                              8,676        6,891
                                                                                            --------     --------
                                                                                            $210,051     $101,970
                                                                                            ========     ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of long-term debt                                                     $ 13,866     $  1,051
   Accounts payable                                                                           44,958       32,306
   Accrued liabilities                                                                        19,109       12,137
   Accrued income taxes                                                                        1,166        1,368
                                                                                            --------     --------
            Total current liabilities                                                         79,099       46,862
                                                                                            --------     --------
LONG-TERM DEBT, NET OF CURRENT MATURITIES                                                     71,407       10,872
                                                                                            --------     --------
OTHER NONCURRENT LIABILITIES                                                                   3,749        2,770
                                                                                            --------     --------
COMMITMENTS AND CONTINGENCIES (NOTE 8)

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value; 4,000 shares authorized, no shares issued and
      outstanding at 1997 and 1996                                                                 0            0
   Common stock, $.01 par value; 25,000 shares authorized, 6,339 and 6,312 shares
      issued at 1997 and 1996, respectively                                                       63           63
   Additional paid-in capital                                                                 31,448       31,049
   Retained earnings                                                                          52,736       36,885
                                                                                            --------     --------
                                                                                              84,247       67,997

   Less treasury stock, at cost (1,069 and 1,001 shares in 1997 and 1996,                    
      respectively)                                                                          (28,451)     (26,531)
                                                                                            --------     --------
            Total stockholders' equity                                                        55,796       41,466
                                                                                            --------     --------
                                                                                            $210,051     $101,970
                                                                                            ========     ========
</TABLE>

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

                                       38
<PAGE>


                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                             1997          1996           1995
                                                                            --------      --------       --------
<S>                                                                         <C>           <C>            <C>     
NET SALES                                                                   $323,387      $273,953       $281,450
                                                                            --------      --------       --------
COSTS AND EXPENSES:
    Cost of sales                                                            268,023       229,260        228,088
    Selling, general, and administrative                                      28,528        24,311         26,567
                                                                            --------      --------       --------
                                                                             296,551       253,571        254,655
                                                                            --------      --------       --------
OPERATING INCOME                                                              26,836        20,382         26,795

INTEREST EXPENSE (INCOME), NET                                                 1,061           143           (175)
                                                                            --------      --------       --------
INCOME BEFORE PROVISION FOR INCOME TAXES                                      25,775        20,239         26,970

PROVISION FOR INCOME TAXES                                                     9,924         7,792          9,380
                                                                            --------      --------       --------
NET INCOME                                                                  $ 15,851      $ 12,447       $ 17,590
                                                                            ========      ========       ========

EARNINGS PER SHARE:
    Basic                                                                      $3.00         $2.18          $2.82
                                                                            ========      ========       ========

    Diluted                                                                    $2.81         $2.06          $2.68
                                                                            ========      ========       ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
    Basic                                                                      5,291         5,699          6,231
                                                                            ========      ========       ========
    Diluted                                                                    5,649         6,040          6,554
                                                                            ========      ========       ========
</TABLE>

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


                                       39
<PAGE>

                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                            COMMON STOCK        ADDITIONAL
                                                          -----------------      PAID-IN        RETAINED      TREASURY
                                                          SHARES     AMOUNT       CAPITAL       EARNINGS       STOCK         TOTAL
                                                          ------     ------     ----------      --------      --------      --------
<S>                                                        <C>         <C>        <C>           <C>           <C>           <C>
BALANCE, DECEMBER 31, 1994                                 6,225       $62        $30,165       $  6,848      $      0      $37,075

    Net income                                                 0         0              0         17,590             0       17,590
    Stock issued to employees                                  3         0              0              0             0            0
    Exercise of stock options                                  9         0            124              0             0          124
    Stock registration costs                                   0         0           (207)             0             0         (207)
    Purchase of 46 shares of treasury stock                    0         0              0              0        (1,071)      (1,071)
                                                           -----       ---        -------        -------      --------      -------
BALANCE, DECEMBER 31, 1995                                 6,237       $62        $30,082        $24,438      $ (1,071)     $53,511

    Net income                                                 0         0              0         12,447             0       12,447
    Exercise of stock options                                 75         1            967              0             0          968
    Purchase of 955 shares of treasury stock                   0         0              0              0       (25,460)     (25,460)
                                                           -----       ---        -------        -------      --------      -------
BALANCE, DECEMBER 31, 1996                                 6,312       $63        $31,049        $36,885      $(26,531)     $41,466

    Net income                                                 0         0              0         15,851             0       15,851
    Exercise of stock options                                 27         0            399              0             0          399
    Purchase of 68 shares of treasury stock                    0         0              0              0        (1,920)      (1,920)
                                                           -----       ---        -------        -------      --------      -------
BALANCE, DECEMBER 31, 1997                                 6,339       $63        $31,448        $52,736      $(28,451)     $55,796
                                                           =====       ===        =======        =======      ========      =======
</TABLE>

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


                                       40
<PAGE>

                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                      1997       1996      1995
                                                                                    -------    -------    -------
<S>                                                                                 <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                    -------    -------    -------
   Net income                                                                       $15,851    $12,447    $17,590
   Adjustments to reconcile net income to net cash provided by operating
      activities:
      Depreciation and amortization                                                   5,219      4,128      3,353
      Gain on sales of fixed assets                                                     (47)       (64)      (102)
      Changes in operating assets and liabilities, net of acquired businesses:
         Accounts receivable, net                                                    (8,317)    (6,859)      (984)
         Inventories                                                                   (707)    (4,119)     1,226
         Accounts payable                                                             1,431      8,549       (711)
         Accrued liabilities and income taxes                                         3,205        452      5,726
         Other working capital changes                                               (1,288)      (616)    (1,176)
         Other, net                                                                    (415)       113       (695)
                                                                                    -------    -------    -------
            Total adjustments                                                          (919)     1,584      6,637
                                                                                    -------    -------    -------
            Net cash provided by operating activities                                14,932     14,031     24,227
                                                                                    -------    -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property, plant, and equipment                                       (9,955)    (9,335)   (10,316)
   Purchase of acquired businesses, net of cash acquired                            (58,734)    (2,037)         0
   Decrease in restricted cash                                                          466      3,634      5,537
   Investment in China Joint Venture                                                   (525)    (2,940)      (900)
   Proceeds from sales of fixed assets                                                   47         94        237
   Proceeds from sales of nonoperating property, net                                      0        952          0
                                                                                    -------    -------    -------
            Net cash used in investing activities                                   (68,701)    (9,632)    (5,442)
                                                                                    -------    -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                                               399        968        124
   Proceeds from issuance of debt, net                                               59,893          0          0
   Long-term debt payments                                                           (1,264)      (970)    (5,509)
   Changes in revolving credit facility, net                                         13,221      3,963          0
   Payment of stock registration costs                                                    0          0       (207)
   Purchase of treasury stock                                                        (1,920)   (25,460)    (1,071)
                                                                                    -------    -------    -------
            Net cash provided by (used for) financing activities                     70,329    (21,499)    (6,663)
                                                                                    -------    -------    -------
NET INCREASE (DECREASE) IN CASH                                                      16,560    (17,100)    12,122

CASH, BEGINNING OF YEAR                                                                   0     17,100      4,978
                                                                                    -------    -------    -------
CASH, END OF YEAR                                                                   $16,560   $      0    $17,100
                                                                                    =======   ========    =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for interest                                                           $   968   $    559    $   808
                                                                                    =======   ========    =======
   Cash paid for income taxes                                                       $10,328   $  7,748    $10,562
                                                                                    =======   ========    =======
</TABLE>

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

                                       41
<PAGE>


                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1997, 1996, AND 1995

                      (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. 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
      modular structures and residential steel framing systems and also operates
      an ICC-licensed trucking subsidiary.


      In December 1997, the Company completed the acquisition of Windsor Door (a
      division of United Dominion Industries, Inc.) ("Windsor"). Windsor
      manufactures and markets steel sectional upward acting doors for
      residential and commercial applications, which are sold nationwide through
      independent distributors and company-owned distribution centers. Windsor
      also produces rolling steel doors for industrial uses and has a metal
      stampings manufacturing operation.


  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      REVENUE RECOGNITION

      Revenue is recorded upon delivery of product to the customer.


                                       42
<PAGE>


      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
      Company has adopted the new guidelines for the calculation and
      presentation of earnings per share, and all prior periods have been
      restated. 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 stock method). For the years
      ending December 31, 1997, 1996, and 1995, outstanding options of 142, 0,
      and 100, 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.

      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. The Company expects to withdraw
      the funds and pay down its revolving credit facility as the Company issues
      replacement letters of credit under its new 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 62% and 95% of the Company's inventories at December 31,
      1997 and 1996, 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:

                                                          1997          1996
                                                         -------       -------
      Raw materials                                      $20,511       $17,151
      Work in process                                      5,126         2,862
      Finished goods                                       7,239           357
                                                         -------       -------
                                                          32,876        20,370
      Allowance to state inventories at LIFO costs          (717)         (547)
                                                         -------       -------
                                                         $32,159       $19,823
                                                         =======       =======


                                       43
<PAGE>


      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.

      Property, plant, and equipment, at cost, consist of the following:

                                                        1997          1996
                                                       -------       -------
          Land                                         $ 1,923       $   938
          Buildings and leasehold improvements          26,594        20,710
          Machinery and equipment                       69,500        50,232
                                                       -------       -------
                                                        98,017        71,880
          Less accumulated depreciation                 43,410        38,686
                                                       -------       -------
                                                       $54,607       $33,194

      GOODWILL

      Goodwill is amortized on a straight-line basis over the lesser of its
      estimated life or 40 years. Amortization expense was $78 in 1997.

      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 7). The cash surrender value of these life insurance policies
      is $2,179 and $1,899 at December 31, 1997 and 1996, respectively, and is
      included in other assets in the accompanying balance sheets.

      In December 1994, the Company obtained proceeds of $9,637, net of closing
      costs of $63, related to the issuance of industrial revenue bonds (Note
      4). The proceeds were restricted to purchases of property, equipment, and
      buildings for the Company's Virginia manufacturing facility. At December
      31, 1997 and 1996, $0 and $466, respectively, of the proceeds were
      available for future purchases of property, equipment, and buildings and
      have been included in other assets in the accompanying balance sheets.


                                       44
<PAGE>


      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, 1997 and 1996, insurance claim reserves
      of $5,592 and $4,711, 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, 1997, 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 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.

  3.  ACQUISITIONS

      On December 4, 1997, the Company completed the acquisition of certain net
      assets of Windsor for $57,950 in cash, including an estimated working
      capital adjustment. Pursuant to the terms of the purchase agreement, the
      purchase price is subject to further adjustment once a final determination
      is made for the amount of working capital transferred as of the date of
      close. The transaction was financed from proceeds from the Company's
      credit facility (Note 4) 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 of $58,950,
      including transaction expenses of $1,000, exceeded the fair value of net
      assets purchased by $29,747, which has been assigned to goodwill.

      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:


                                       45
<PAGE>

                                                  1997            1996
                                                --------        --------
                Revenue                         $412,004        $361,047
                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.

      During November 1996, the Company acquired certain assets of the Liberty,
      North Carolina, facility of American Modular Technologies ("AMT") for
      $2,037, which approximated the fair value of the assets acquired. The
      transaction was accounted for as a purchase. The financial statements
      include the operating results of AMT from the date of acquisition. AMT
      provides specialty modular building structures for the retail petroleum
      industry and for certain commercial applications.

  4.  LONG-TERM DEBT

      Long-term debt consists of the following:

                                                        1997          1996
                                                       -------       -------
          Term loan                                    $40,000       $     0
          Revolving credit facility                     37,809         3,963
          IDA of Mecklenburg County, Virginia; 
              Industrial Revenue Bonds                   6,790         7,760
          Other                                            674           200
                                                       -------       -------
                                                        85,273        11,923
          Less current maturities                       13,866         1,051
                                                       -------       -------
                                                       $71,407       $10,872
                                                       =======       =======

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

                         1998                                 $13,866
                         1999                                   5,248
                         2000                                   5,094
                         2001                                   7,970
                         2002                                  14,970
                         Thereafter                            38,125
                                                              -------
                                                              $85,273
                                                              =======

      Concurrent with the Windsor acquisition in December 1997, the Company
      canceled its previous revolving credit facility and entered into a
      comprehensive credit facility ("Credit 


                                       46
<PAGE>


      Facility") with a bank. The Credit Facility 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% (6.97% at December 31,
      1997).

      The revolving credit facility availability is based on borrowings
      outstanding as well as amounts outstanding under letters of credit. At
      December 31, 1997, borrowings outstanding on the revolving credit facility
      were $37,809, outstanding letters of credit were $2,398, and $34,793 was
      available under the revolving credit facility. As discussed in Note 2, the
      Company intends to pay down the revolving credit facility upon the
      withdrawal of restricted cash. Accordingly, $10,624 of the revolving
      credit facility is reflected in the current portion of long-term debt. The
      facility expires January 2003. Interest is payable at the Eurodollar rate
      plus 1% (6.97% at December 31, 1997) for $36,700 of the outstanding
      balance and 8.5% for the remaining $1,109 of the outstanding balance of
      the revolver. 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 beginning the first quarter of fiscal year 1998.

      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 (4.12% at December 31, 1997). 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
      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.

  5.  STOCKHOLDERS' EQUITY

      STOCK OFFERING

      In July 1995, the Company completed a secondary public offering of its
      common stock that consisted of 1,275 shares (excluding the underwriters'
      overallotment option from a certain stockholder) of common stock which
      were sold by certain stockholders at a public offering price of $22 per
      share. The Company incurred offering expenses of $207 and did not receive
      any proceeds from the sale of the shares of common stock. Subsequently, a
      certain stockholder sold 191 shares to the underwriters to cover
      overallotments.

      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 


                                       47
<PAGE>


      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, 1997 and 1996, repurchases of 1,069 and 1,001
      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. Cancellation 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 580 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 authorizes options to purchase up to 160 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.


                                       48
<PAGE>

      Transactions under the Company's stock option plans during each of the
      three years ended December 31, 1997 are summarized as follows:

                                                                   WEIGHTED
                                                     NUMBER         AVERAGE
                                                       OF            PRICE
                                                     SHARES        PER SHARE
                                                     ------        ---------

         Outstanding at December 31, 1994               617         $  9.71
             Granted                                    115           23.66
             Exercised                                   (9)           7.48
             Canceled                                    (1)          10.00
                                                        ---
         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
                                                        ===
         Exercisable at December 31, 1997               501           11.53
                                                        ===

      At December 31, 1997, options to purchase 42 shares were available for
      future grant under the above option plans. Additionally, the Company has
      granted 38 options subject to shareholder approval of an increase in the
      authorized shares under the 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                186          $ 5.92        5.1 years           186         $ 5.92
      $10.00--$16.38                321          $12.20        6.4 years           243         $12.19
      $18.06--$28.25                337          $26.02        8.9 years            72         $23.97
                                    ---                                            ---
      $ 5.18--$28.25                844          $16.32        7.1 years           501         $11.53
                                    ===                                            ===
</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 


                                       49
<PAGE>


      that shows what the company's net income and earnings per share would have
      been using the compensation model under SFAS No. 123.

      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:

                                             1997        1996        1995
                                           -------     -------     -------
          Risk-free interest rate            5.98%       6.16%       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 year ended December 31,
      1997, 1996, and 1995 were computed as approximately $2,407, $133, and
      $962, 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, 1997, 1996,
      and 1995 would have been as follows:

                                               1997       1996        1995
                                             -------     -------     -------
        Net income:
            As reported                      $15,851     $12,447     $17,590
            Pro forma                         15,529      12,285      17,540
         Basic earnings per share:
            As reported                        $3.00       $2.18       $2.82
            Pro forma                           2.93        2.16        2.82
        Diluted earnings per share:
            As reported                         2.81        2.06        2.68
            Pro forma                           2.75        2.03        2.68

      Because the SFAS No. 123 method of accounting has not been applied to
      options granted prior to January 1, 1995, the resulting pro forma
      compensation cost may not be representative of that to be expected in
      future years.


                                       50
<PAGE>

  6.  INCOME TAXES

      The provision for income taxes for each of the three years ended December
      31, 1997 consists of the following:

                                               1997       1996        1995
                                              ------     ------     -------
         Current:
             Federal                          $9,180     $7,197     $10,194
             State                             1,049        823       1,020
         Deferred benefit                       (305)      (228)       (829)
         Change in valuation allowance             0          0      (1,005)
                                              ------     ------     -------
                                              $9,924     $7,792     $ 9,380
                                              ======     ======     =======

      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:

                                                         1997     1996     1995
                                                         ----     ----     ---- 
      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)
      Valuation allowance                                 0.0      0.0     (3.7)
                                                         ----     ----     ---- 
                                                         38.5%    38.5%    34.8%
                                                         ====     ====     ==== 

      The sources of the difference 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, 1997 and 1996:

                                                       1997         1996
                                                      ------       ------
         Deferred tax assets:
             Accrued liabilities                      $2,412       $1,706
             Deferred compensation                     1,209        1,138
             Allowance for doubtful accounts           1,128        1,288
              Reserves on nonoperating assets            422          417
             Net operating loss carryforwards            257          497
             Other                                       436          339
                                                      ------       ------
                                                       5,864        5,385
                                                      ------       ------
         Deferred tax liabilities:
             Property, plant, and equipment             (881)        (496)
             Other                                       (32)        (243)
                                                      ------       ------
                                                        (913)        (739)
                                                      ------       ------
         Net deferred tax asset                       $4,951       $4,646
                                                      ======       ======


                                       51
<PAGE>


      As of December 31, 1997, net operating losses of approximately $668 are
      available for carryforward through 2007.

      As of December 31, 1997, the Company has recorded a net deferred tax asset
      of $4,951. Realization is dependent on generating sufficient taxable
      income in future periods. Although realization is not assured, management
      believes it is more likely than not that the deferred tax asset will be
      realized.

  7.  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 $1,913, $996, and $1,214 for 1997, 1996, and 1995, respectively.

      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 $3,141 and $2,955 as
      of December 31, 1997 and 1996, 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 3), 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 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
      from the date of acquisition through December 31, 1997 was $29.


                                       52
<PAGE>


      The following table sets forth the plans' funded status and amounts
      recognized as other noncurrent liabilities in the accompanying balance
      sheet at December 31, 1997:

<TABLE>
<CAPTION>
                                                                                    PLAN ASSETS          ABO
                                                                                      EXCEED           EXCEEDS
                                                                                        ABO          PLAN ASSETS
                                                                                    -----------      -----------
       <S>                                                                              <C>              <C>
       Actuarial present value of benefit obligations:
           Vested benefit obligation                                                    $  718           $  880
           Nonvested benefit obligation                                                    157              220
                                                                                        ------           ------
       Accumulated benefit obligation                                                      875            1,100
       Effect of future compensation levels                                                455                0
                                                                                        ------           ------
       Projected benefit obligation for service rendered to date                         1,330            1,100
       Plan assets at fair value                                                           965              670
                                                                                        ------           ------
       Plan assets less than the projected benefit obligation/accrued
           liability at December 31, 1997                                               $ (365)          $ (430)
                                                                                        ======           ======
</TABLE>

      For the period presented, the discount rate used to determine the
      projected benefit obligation was 7%, 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.

  8.  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. The Company paid $275 in 1997, 1996, and 1995 for annual
      consulting services. In November 1997, the agreement was amended whereby
      the annual fee was increased to $375 and the term was extended until March
      2002. In addition to the annual fee, the entity is to receive $488 related
      to services rendered in connection with the Windsor Door acquisition. This
      amount is included in accrued liabilities in the accompanying balance
      sheet as of December 31, 1997.

      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, 1997
      and 1996 totaling $5,592 and $4,711, 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.


                                       53
<PAGE>


      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:

            1998                                           $ 2,829
            1999                                             2,156
            2000                                             1,589
            2001                                             1,418
            2002                                             1,418
            Thereafter                                       5,310
                                                           -------
                          Total                            $14,720
                                                           =======

      Total rent expense for all operating leases was $4,296, $3,811, and $3,249
      in 1997, 1996, and 1995, respectively.

      EMPLOYMENT AGREEMENTS

      The Company has entered into employment agreements with six 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.

      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.

  9.  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 will receive a technology license fee of
      $1,500, of which it received $750 during 1995. The Company's portion of
      the Joint Venture's cumulative loss is $587 as of December 31, 1997 and is
      offset by deferred revenue from the technology license fee received during
      1995. The Joint Venture completed construction of its initial
      manufacturing facility in the PRC during October 1996. At December 31,
      1997 and 1996, the Company had $4,365 and $3,840, respectively, invested
      in the Joint Venture and has been included in other assets at December 31,
      1997 and 1996, respectively.


                                       54
<PAGE>


10.   QUARTERLY FINANCIAL DATA (UNAUDITED)

                                                        1997
                                   --------------------------------------------
                                    FIRST       SECOND        THIRD     FOURTH
                                   QUARTER      QUARTER      QUARTER    QUARTER
                                   -------      -------      -------    -------

       Net sales                   $57,604      $78,509      $84,888    $102,386
       Operating income              2,690        7,350        7,950       8,846
       Interest expense                225          266          131         439
       Net income                    1,515        4,357        4,809       5,170
       Earnings per share:                   
           Basic                     $0.29        $0.82        $0.91       $0.98
            Diluted                   0.27         0.77         0.85        0.92
                                                                     

                                                          1996
                                       -----------------------------------------
                                        First      Second      Third      Fourth
                                       Quarter    Quarter     Quarter    Quarter
                                       -------    -------     -------    -------

       Net sales                       $48,180    $66,302     $78,171    $81,300
       Operating income                  1,849      5,690       5,917      6,926
       Interest (income) expense          (175)         2         164        152
       Net income                        1,245      3,499       3,537      4,166
       Earnings per share:
           Basic                         $0.20      $0.60       $0.65      $0.78
           Diluted                        0.19       0.56        0.61       0.74


                                       55

<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 1998 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 1998
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 1998
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 1998
Annual Meeting of Stockholders is incorporated herein by reference.


                                      -56-

<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, 10.17, 10.18, 10.19,
10.20, 10.21, 10.22, 10.29, 10.30, 10.31, 10.32, 10.33 and 10.34 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)


                                      -57-

<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.

10.4           Loan and Security Agreement, dated as of January 19,
               1993, among the Company, as Borrower, StanChart
               Business Credit, Inc. and Continental Bank N.A., as
               Lenders, and StanChart Business Credit, Inc., as
               Agent for the Lenders.(3)

10.5           Amendment No. 1 to Loan and Security Agreement dated as of May 6,
               1994, among the Company, LaSalle Business Credit, Inc. 
               (successor-in-interest to StanChart Business Credit, Inc.),
               Continental Bank, N.A. and LaSalle Business Credit, Inc., as
               Agent for the Lenders.(4)

10.6           Amendment No. 2 to Loan and Security Agreement dated as of
               December 6, 1994, among LaSalle Business Credit, Inc. 
               (successor-in-interest to StanChart Business Credit, Inc.), Bank
               of America Illinois (successor-in-interest to Continental Bank,
               N.A.) and LaSalle Business Credit Inc., as Agent for the
               Lenders.(5)

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

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

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

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

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

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

10.13          Form of Spectrum Software License Agreement.(3)

10.14          Form of Builder Agreement.(3)

10.15          Form of Roofing Contractor Agreement.(3)

10.16          Form of Indemnity Agreement.(3)

10.17          1994 Stock Option Plan, as amended.


                                      -58-

<PAGE>

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

10.19          Stock Option Plan for Non-Employee Directors.(4)

10.20          Incentive Bonus Plan.(3)

10.21          Management Security Plan.(3)

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

10.23          Industrial Development Authority of Mecklenburg County, Virginia
               Purchase Contract dated November 22, 1994, with the Company and
               Merchant Capital Corporation.(4)

10.24          Loan Agreement between Industrial Development Authority of
               Mecklenburg County, Virginia and the Company dated December 1,
               1994.(4)

10.25          Form of Note (included in Loan Agreement).(4)

10.26          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.(4)

10.27          Indenture of Trust between Industrial Development Authority of
               Mecklenburg County, Virginia and NationsBank of Virginia, N.A.,
               as Trustee.(4)

10.28          Pledge Agreement, dated as of December 1, 1994, between the
               Company and LaSalle National Bank.(4)

10.29          Employment Agreement, dated as of January 1, 1998, between the
               Company and Robert T. Ammerman.

10.30          Employment Agreement, dated as of January 1, 1998, between the
               Company and Joel R. Voelkert.

10.31          Employment Agreement, dated as of January 1, 1998, between the
               Company and Roy L. Smith.

10.32          Employment Agreement, dated as of January 1, 1998, between the
               Company and Barry L. Milling.

10.33          Employment Agreement, dated as of January 1, 1998, between the
               Company and William R. Buchholz.

10.34          Employment Agreement as of January 1, 1998, between the Company
               and R. Charles Blackmon.

10.35          Amendment No. 3 to Loan and Security Agreement, dated May 10,
               1995, between the Company and LaSalle Business Credit, Inc.(5)

10.36          Second Amended and Restated Loan Note, dated May 10, 1995, in
               principal amount of $35 million.(5)


                                      -59-

<PAGE>

10.37          Mortgage Modification Agreement, dated May 10, 1995,
               between the Company and LaSalle Business Credit,
               Inc.(5)

10.38          Limited Partnership Agreement of American Buildings Company Asia,
               L.P., dated August 15, 1995.(6)

10.39          Technology License Agreement between American Buildings Company
               Asia, L.P. and American Buildings Company International, Inc.,
               dated August 15, 1995.(7)

10.40          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.(1)

10.41          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.(1)

10.42          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.(1)

10.43          Mortgage from American Buildings Company, Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (Eufaula, Alabama).(1)

10.44          Mortgage from American Buildings Company, Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (Fairfield, Alabama).(1)

10.45          Mortgage from American Buildings Company, Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (El Paso, Illinois).(1)

10.46          Mortgage from American Buildings Company, Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (Carson City, Nevada).(1)

10.47          Mortgage from American Buildings Company, Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (La Crosse, Virginia).(1)

10.48          Mortgage from AMT/Beaman Corporation, Mortgagor, to Canadian
               Imperial Bank of Commerce, Mortgagee (Liberty, North
               Carolina).(1)

10.49          Mortgage from Windsor Door, Inc., Mortgagor, to Canadian Imperial
               Bank of Commerce, Mortgagee (Little Rock, Arkansas).(1)

10.50          Mortgage from Windsor Door, Inc., Mortgagor, to Canadian Imperial
               Bank of Commerce, Mortgagee (Oliverhurst, California).(1)

11             Computation of Earnings Per Share.

21             Subsidiaries of the Company.

23             Consent of Arthur Andersen LLP.


                                      -60-

<PAGE>

                           (b)      Reports on Form 8-K.

                                    Current Report on Form 8-K, dated December
                                    4, 1997, reporting the Company's acquisition
                                    of the Windsor Door Division of United
                                    Dominion Industries, Inc. and the Company's
                                    new credit facility.

                           (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, 1994.

(5)  Incorporated by reference to Exhibits to the Registration Statement on Form
     S-3 (Registration No. 33- 94082).

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


                                      -61-

<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 23, 1998

     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
----------------------------
Robert T. Ammerman                Chief Executive                 March 23, 1998
                                  Officer and Director

/s/ R. CHARLES BLACKMON, JR.
----------------------------
R. Charles Blackmon, Jr.          Executive Vice President -      March 23, 1998
                                  Chief Financial Officer
                                  (principal financial
                                  officer)

/s/ ANNE M. SAVAGE
----------------------------
Anne M. Savage                    Controller (principal           March 23, 1998
                                  accounting officer)

/s/ WILLIAM L. SELDEN
----------------------------
William L. Selden                 Chairman of the Board           March 23, 1998
                                  and Director

/s/ HAROLD LEVY
----------------------------
Harold Levy                       Director                        March 23, 1998

/s/ DOUGLAS L. NEWHOUSE
----------------------------
Douglas L. Newhouse               Director                        March 23, 1998


----------------------------
Ralph Saul                        Director                        March __, 1998


                                      -62-

<PAGE>

/s/ ROBERT F. SHAPIRO
----------------------------
Robert F. Shapiro                 Director                        March 23, 1998

/s/ KENDRICK R. WILSON, III
----------------------------
Kendrick Wilson, III              Director                        March 23, 1998


                                      -63-

<PAGE>

                              ARTHUR ANDERSEN LLP

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
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, 1997 and 1996 and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1997 and have issued our report thereon dated
February 10, 1998. 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.

/s/ ARTHUR ANDERSEN LLP
--------------------------
ARTHUR ANDERSEN LLP


Atlanta, Georgia
February 10, 1998


<PAGE>

                                                                     SCHEDULE II

                   AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

<TABLE>
<CAPTION>
                                                                              Additions
                                                               ---------------------------------------

                                                                     Charged
                                                                    (Credited)
                                                  Balance at         to Costs           Charged                              Balance
                                                  Beginning             and             to Other                              at End
                                                   of Year           Expenses           Accounts         Deduction(2)        of Year
                                             ---------------------------------------------------------------------------------------

<S>                                                 <C>               <C>              <C>                  <C>               <C>
YEAR ENDED DECEMBER 31, 1997:
  Allowance for doubtful accounts                   $3,345            $ (183)          $1,405(1)            $(192)            $4,375
                                             ---------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1996:
  Allowance for doubtful accounts                   $2,589            $1,067              $ 0               $(311)            $3,345
                                             ---------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1995:
  Allowance for doubtful accounts                   $1,768            $1,577              $ 0               $(756)            $2,589
                                             ---------------------------------------------------------------------------------------
</TABLE>

----------

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

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


                                      -64-