<PAGE>

                                 UNITED STATES
                      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, 1999 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 33-26991

                  __________________________________________

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
                      AMCRAFT BUILDING PRODUCTS CO., INC.
                         MULE-HIDE PRODUCTS CO., INC.
    (Exact names of Registrants as specified in their respective charters)

<TABLE>
<S>                                        <C>                              <C>
      DELAWARE                             5033                                    39-1413708
      DELAWARE                             5033                                    39-1701778
      TEXAS                                5033                                    62-1277211
(State or other jurisdiction of            (Primary Standard Industrial     (I.R.S. Employer Identification No.)
incorporation or organization)             Classification Code Number)

ONE ABC PARKWAY,
BELOIT, WISCONSIN                                                             53511
(Address of principal executive offices)                                    (Zip Code)
</TABLE>

                                 608-362-7777
             (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:
  NONE

  Indicate by check 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)
<PAGE>

                                    PART I

ITEM 1.  BUSINESS

  General

  American Builders & Contractors Supply Co., Inc. (the Company or ABC) is the
largest wholesale distributor of roofing products and one of the largest
wholesale distributors of vinyl siding materials in the United States, operating
200 distribution centers located in 40 states. ABC provides its customers with
access to what it believes to be the largest selection of roofing and vinyl
siding materials in the industry and with a knowledgeable staff capable of
providing product specific information, as well as credit services and marketing
support. For the year ended December 31, 1999, the Company generated net sales
of $1.2 billion.

  The products distributed by the Company consist exclusively of roofing and
siding materials, windows and related tools and accessories for residential and,
to a lesser extent, commercial applications. The Company markets these products
on a wholesale basis primarily to small and medium-sized roofing and siding
contractors that are involved in the replacement segment of the construction
industry. ABC also distributes products to builders and subcontractors involved
in new construction projects.

  ABC was founded in 1982 by Kenneth A. Hendricks, the sole stockholder, Chief
Executive Officer and Chairman of the Board, who as the owner of a successful
roofing business, saw a market for the Company's services. Since its inception,
ABC has experienced significant growth. The Company's net sales have increased
from $638.8 million for the year ended December 31, 1995 to $1.2 billion for the
year ended December 31, 1999, representing a compound annual growth rate of
17.0%. In addition, comparable distribution center sales have grown at an
average annual rate of 5.0% over the same period.

  Products, Customers and Markets

  The roofing and vinyl siding products industry contains three primary
distribution channels: manufacturers' direct sales; mass merchandisers, such as
Home Depot; and wholesale distributors, such as the Company. Mass merchandisers
primarily sell products to homeowners and small contractors, tend to stock items
across a multitude of building supply categories and stock a relatively narrow
selection of non-premium grade roofing and siding products. Typically,
manufacturers do not sell products directly to retail customers or small
customers.

  The products distributed by the Company consist primarily of roofing products
(both residential and commercial), siding products, windows, and related tools,
equipment and accessories. ABC provides its customers with what it believes to
be the largest selection of roofing and vinyl siding materials in the industry.
The products that the Company distributes can be classified in the following
five categories:

  Residential roofing products and accessories. The Company distributes a broad
selection of shingles, felt, roof tile, wood shakes, flashings, vents and other
roofing products to residential roofing contractors. Principal brands of
residential roofing products include GAF(R), Elk(R), Owens-Corning(R), Tamko(R),
and CertainTeed(R).

  Commercial roofing products and accessories. The Company distributes a broad
selection of modified bitumen, EPDM, hypalon, other rolled roofing, felts,
coatings, asphalt, flashings, vents, fasteners, roof insulation and other
roofing products to commercial roofing contractors. Principal brands of
commercial roofing products include Johns Manville(R), GAF(R), US Intec(R),
Firestone(R), Atlas(R), and Mule-Hide(R). Mule-Hide primarily sells its private
label roofing systems through ABC's distribution centers.

  Siding products and accessories. The Company distributes a broad selection of
siding products to siding contractors. The Company's siding products consist
primarily of vinyl siding, soffits and accessories and, to a lesser extent,
aluminum and wood siding. Principal vinyl siding brands include Alcoa(R),
Wolverine(R), CertainTeed(R) and Amcraft(R).
<PAGE>

  Windows and accessories. The Company distributes a broad selection of window
products and accessories to residential window installers, including vinyl, wood
and aluminum window frames and single, double and triple glazed windows.
Principal window brands include CertainTeed(R), Eagle Windows(R) and Weather-
Shield(R).

  Other building products and accessories. The Company distributes a variety of
roofing and siding products to complement its primary product lines. Such
products include gutters, sheet metal, roofing and siding equipment, tools and
other related accessories.

  The following table sets forth certain information regarding the Company's net
sales by product for the years ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                          Total Net Sales
                                                               ------------------------------------
          Product Categories                                        1999        1998        1997
                                                               ------------------------------------
          <S>                                                  <C>             <C>         <C>
                                                                           (in millions)
          Residential roofing                                  $      668.2    $  612.7    $  472.1
          Commercial roofing                                          261.6       266.9       240.6
          Siding                                                      131.1       136.5       129.5
          Windows                                                      99.6       103.8        65.9
          Other                                                        37.0        42.2        51.2
                                                               ------------------------------------
            Total for all categories                           $    1,197.5    $1,162.1    $  959.3
                                                               ====================================
</TABLE>

  The Company distributes these products on a wholesale basis primarily to small
and medium-sized roofing and siding contractors that are involved in the
replacement segment of the construction industry. ABC also distributes products
to builders and subcontractors involved in new construction projects.

  Sales and Marketing

  The Company's sales organization consists of outside sales personnel who
report directly to their local distribution center manager and are supported by
inside customer service representatives at the distribution center. A
substantial portion of each of these representatives pay is derived from sales
commissions. Additional support comes from a number of regional sales managers
who educate the Company's sales personnel and customers regarding technical
specifications and marketability of certain products.

  Distribution Center Operations

  The Company operates 200 local distribution centers located in 40 states.
Since January 1, 1997 the Company has opened 21 distribution centers, closed 13
distribution centers and acquired an additional 35 distribution centers (net of
consolidations) in connection with its selective acquisition program. A typical
distribution center is composed of showroom space, office space, warehouse and
receiving space, secure outdoor holding space and a loading dock. ABC's
distribution centers range in size from approximately 10,000 to approximately
110,000 square feet, with a typical size of approximately 40,000 square feet.

  Each location is managed by a distribution center manager who oversees the
center's employees, including a credit manager, various sales personnel,
customer service representatives and delivery and warehouse personnel. The
Company allows each distribution center manager to alter the product mix of a
given center to meet local market demands and to stock regional products (such
as roof tile in the Florida, Texas and California markets). Distribution center
employees' bonus levels are largely driven by location profitability. The
Company believes its incentive programs have contributed significantly to its
growth and have helped it to achieve an average annual growth rate of comparable
distribution center sales of 5.0% over the past five years.

                                       2
<PAGE>

  The following table sets forth the Company's growth in terms of distribution
centers in each of the past three years:

<TABLE>
<CAPTION>
                                                                             1999      1998     1997
                                                                         ---------------------------
<S>                                                                      <C>           <C>       <C>
          Distribution centers on January 1                                  204       205       157
          Distribution centers acquired                                        3         4        51
          Distribution centers opened                                          3         7        11
          Acquired distribution centers consolidated                          (6)       (6)      (11)
          Distribution centers closed                                         (4)       (6)       (3)
                                                                         ---------------------------
          Distribution centers on December 31                                200       204       205
                                                                         ===========================
</TABLE>

  In 1997, the Company acquired two larger distributors. In May 1997, the
Company acquired certain assets of Viking Aluminum Products, Inc., a regional
building supply distributor with 12 locations in the northeastern United States.
In November 1997, the Company acquired Champ Industries, Inc. (Champ), a
regional building supply distributor with 32 locations located primarily in the
southwestern and western United States. There has typically been a period
following each acquisition in which the acquired business does not perform at
the same level as the Company's existing distribution centers while they are
being integrated to the Company's systems and policies.

  Competition

  The roofing and siding products distribution industry is highly competitive
and fragmented. The Company competes directly with a large number of local and
regional building products distributors and, in certain markets and product
categories, with two national distributors, Cameron Ashley Building Products and
Allied Building Products. The Company also competes to a lesser extent with
mass-merchandisers, such as Home Depot, and with direct sales from building
products manufacturers.

  Purchasing

  ABC purchases its products directly from a wide variety of manufacturers,
including GAF, Elk Corporation of America, Tamko, Certainteed, Owens-Corning
Fiberglass Corporation, Johns Manville Corporation and Alcoa Building Products,
Inc. Payment, discount and volume purchase programs are negotiated directly by
the Company with its major suppliers, with a significant portion of the
Company's purchases made from suppliers offering these programs. The Company
believes it is the largest or a significant customer to many of its primary
suppliers, and, as a result, is able to negotiate volume discounts and other
favorable terms. At 13.1% of the Company's 1999 product purchases, GAF
(including its subsidiaries U.S. Intec, and Leatherback) was the only supplier
which represented more than 10% of the Company's total purchases. The Company
typically purchases its products from manufacturers pursuant to individual
purchase orders, and does not generally enter into long-term contracts for the
purchase of products.

  Seasonality

  Because of cold weather conditions in many of the markets in which the Company
does business and the seasonal nature of the roofing and siding business
generally, the Company's revenues vary substantially throughout the year, with
its lowest revenues typically occurring in the months of December through
February.

  Employees

  As of December 31, 1999, the Company employed 3,141 full-time and 98 part-time
employees, of whom 37 were members of unions. The Company's collective
bargaining agreements with its unions expire on various dates, from June 2000
through September 2002. The Company believes that its relations with its
employees are good.

                                       3
<PAGE>

  Environmental Matters

  A number of roofing materials are considered environmentally hazardous. The
Company typically handles and stores a variety of these materials at its
distribution center locations. The Company maintains appropriate environmental
compliance programs at each of its distribution centers and has never been the
subject of any material enforcement action by any governmental agency.

  Many of the Company's distribution centers are located in areas of current or
former industrial activity, where environmental contamination may have occurred.
Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real estate may be
required to investigate and remediate releases or threatened releases of
hazardous or toxic substances or petroleum products located at such property,
and may be held liable for property damage and for investigation and remediation
costs in connection with the contamination.

  The Company does not believe there are any material environmental liabilities
at any of its distribution center locations. Nevertheless, there can be no
assurance that the Company's knowledge is complete with regard to all material
environmental liabilities and it could subsequently discover potential
environmental liabilities arising from its sites or from neighboring facilities.

                                       4
<PAGE>

ITEM 2. PROPERTIES

  The Company operates both owned and leased branches in 40 states. Its
facilities range in size from approximately 10,000 to 110,000 square feet. This
building space is used for warehousing and distribution purposes and, to a
lesser extent, for sales and administrative purposes. The Company owns a 118,000
square foot office building where its corporate offices are located in Beloit,
Wisconsin. The Company believes its facilities are adequately maintained and
utilized and are suitable for the purposes for which they are used. See Note 5
to the Consolidated Financial Statements of the Company for a summary of
payments due under the Company's leases.

  The following table sets the geographical location of the Company's
distribution centers as of December 31, 1999:

                                               Total Number
Region                                        of  Locations
-------------------------------------------------------------

Midwest                                             47
Northeast                                           33
Southwest                                           31
Southeast                                           40
Rocky Mountain                                      25
Western                                             24
                                           ------------------
                                                   200
                                           ==================

ITEM 3. LEGAL PROCEEDINGS

  The Company is a party to various litigation matters incidental to the conduct
of its business. The Company does not believe that the outcome of any of the
matters in which it is currently involved will have a material adverse effect on
its financial condition or results of operations. In 1999, the Company settled a
lawsuit with Viking Aluminum Products, Inc. See Item 7, Management's Discussion
and Analysis of Financial Condition and Results of Operations, and Note 10 to
the Consolidated Financial Statements of the Company.

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

  There were no matters submitted to a vote of security holders during 1999.

                                       5
<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

  There is no public market for the stock of the Company. There was one holder
of record of the Company's common stock as of December 31, 1999.

ITEM 6. SELECTED FINANCIAL DATA

  The following table sets forth the selected consolidated financial information
of the Company for each of the five years in the period ended December 31, 1999.
The information contained in the following table should be read in conjunction
with, and is qualified in its entirety by reference to, the information set
forth under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's audited consolidated
financial statements and related notes included elsewhere in this report.

<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                                              (in thousands)
                                                ------------------------------------------------------------------------
                                                       1999            1998           1997          1996          1995
                                                ------------------------------------------------------------------------
<S>                                             <C>                 <C>             <C>           <C>           <C>
Income Statement Data
Net sales                                       $     1,197,509   $  1,162,110    $  959,321     $ 789,103    $  638,821
Cost of sales                                           914,971        894,450       744,186       615,627       501,027
                                                ------------------------------------------------------------------------
Gross profit                                            282,538        267,660       215,135       173,476       137,794

Operating expenses:
     Distribution centers                               226,587        223,602       180,158       140,109       110,783
     General and administrative                          18,040         16,366        13,897        11,878        10,383
     Amortization of intangible assets                    1,686          1,735           747           329           169
     Non-recurring charges                                7,030          3,900             -             -             -
                                                ------------------------------------------------------------------------
Operating income                                         29,195         22,057        20,333        21,160        16,459
Net interest expense                                    (22,413)       (24,532)      (16,480)      (10,457)       (9,092)
                                                ------------------------------------------------------------------------
Income (loss) before   provision for income               6,782         (2,475)        3,853        10,703         7,367
 taxes
Provision for income taxes (1)                              171            170           311           329           338
                                                ------------------------------------------------------------------------
Net income (loss)                               $         6,611   $     (2,645)   $    3,542     $  10,374    $    7,029
                                                ========================================================================
Balance Sheet Data (at end of period)
Accounts receivable, net                        $       143,864   $    149,103    $  143,106     $  92,360    $   73,133
Inventories                                             135,511        130,802       128,847        95,779        79,297
Total assets                                            408,458        412,901       409,622       251,948       205,316
Accounts payable and accrued liabilities                104,773        107,040       100,483        71,805        61,069
Long-term debt, less current maturities                 270,429        281,658       281,206       139,664       113,397
Stockholder's equity                                     27,674         19,147        21,792        31,960        25,524
</TABLE>

(1)  Consists of certain state and local income taxes. As Subchapter S
     Corporations under the Internal Revenue Code of 1986, as amended (the
     Code), the Company and its subsidiaries have not been subject to U.S.
     federal income taxes or most state income taxes. Instead, such taxes have
     been paid by Mr. Hendricks. The Company has made periodic distributions to
     Mr. Hendricks in respect of such tax liabilities in accordance with the
     terms of the Tax Allocation Agreement (as defined herein). See "Certain
     Relationships and Related Transactions".

                                       6
<PAGE>

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

Results of Operations

  The following table summarizes the Company's historical results of operations
as a percentage of net sales for each of the three years ended December 31,
1999:

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                        1999           1998           1997
                                                  --------------------------------------------
<S>                                                 <C>            <C>            <C>
Income Statement Data
Net sales                                                  100.0%         100.0%         100.0%
Cost of sales                                               76.4           77.0           77.6
                                                  --------------------------------------------
Gross profit                                                23.6           23.0           22.4
Operating expenses:
    Distribution centers                                    18.9           19.2           18.8
    General and administrative                               1.5            1.4            1.4
    Amortization of intangible assets                        0.2            0.2            0.1
    Non-recurring charges                                    0.6            0.3              -
                                                  --------------------------------------------
        Total operating expenses                            21.2           21.1           20.3
                                                  --------------------------------------------
Operating income                                             2.4%           1.9%           2.1%
                                                  ============================================
</TABLE>

 Comparison of the Year Ended December 31, 1999 to the Year Ended December 31,
                                     1998

  Net sales for the year ended December 31, 1999 increased by 3.0% in 1999 to
$1.2 billion. Comparable distribution center sales growth was 3.3% in 1999.

  Gross profit for the year ended December 31, 1999 increased by 5.6% in 1999 to
$282.5 million from $267.7 million in 1998. This increase is primarily a result
of profits associated with increased sales. Gross profit, as a percentage of net
sales in 1999 increased to 23.6% from 23.0% in 1998. The increase is principally
due to management's continued focus on improving gross profit through increased
sales of products with higher gross profit margins.

  Distribution center operating expenses for the year ended December 31, 1999
increased by 1.3% in 1999 to $226.6 million from $223.6 million in 1998. As a
percentage of net sales, distribution center operating expenses decreased to
18.9% in 1999 from 19.2% in 1998. This improvement is the result of two factors.
The first factor is an increased focus on controlling operating expenses at all
distribution centers. The majority of the focus is being placed on controlling
payroll expenses, which comprise more than 50 percent of the operating expenses.
Secondly, during 1998 distribution center operating expenses included the
integration of over 50 distribution centers from the 1997 acquisitions.

  Partially offsetting these two factors is an increase in the provision for
doubtful accounts of $1.9 million in 1999 to $10.6 million from $8.7 million in
1998. This increase is a continuation of the collection trends experienced by
the Company during the last half of 1998.

  General and administrative expenses increased by $1.6 million to $18.0 million
in 1999 from $16.4 million in 1998. This increase is the result of two factors.
First, during the last half of 1998 the Company reevaluated the support needs of
its distribution centers. This evaluation resulted in restructuring and adding
staff that provides technical support (inventory, sales, fleet) to the
distribution centers. This new structure was in place by the end of the first
quarter of 1999. Second, this evaluation resulted in a formal training program
for key branch personnel. This new training program was initiated during the
third quarter of 1999.

                                       7
<PAGE>

 Amortization of intangible assets remained at $1.7 million for both 1999 and
1998.

  Non-recurring charge. In connection with the purchase of certain distribution
business assets of Viking Building Products, Inc. and Viking Aluminum Products,
Inc. (VAP) in 1997, the Company entered into a five year supply agreement with
VAP, regarding the sale to ABC of windows, awnings, doors and related products
manufactured by VAP. The supply agreement specified minimum annual purchases
through May 2002 and damages for shortfalls. The Company did not meet the
required minimum annual purchases for 1998. In February 1999, the Company filed
a lawsuit in the U.S. District court for the Western District of Wisconsin
seeking damages related to warranty and quality issues, among other issues. VAP
instituted a lawsuit in the U.S. District Court for the Southern District of New
York seeking approximately $2.3 million in damages under the terms of the supply
agreement for the period through December 31, 1998.

  In December 1999, the Company and VAP reached a final settlement whereby the
Company paid $6.6 million to VAP. During 1999, the Company recorded a $7.0
million non-recurring charge related to this settlement and estimated legal and
other expenses. As part of this settlement, VAP agreed to amend the supply
agreement to substantially lower the minimum purchase requirements for 1999 and
2000 and to conclude the supply agreement on December 31, 2000. The Company has
met the revised 1999 purchase requirements, and believes it will meet the 2000
purchase requirements.

  Interest expense decreased by $2.2 million to $22.9 million in 1999 from $25.1
million in 1998. The reduction is due to decreased interest rates on the
Company's LIBOR based borrowings and a reduction in the Company's average
borrowings.

 Comparison of the Year Ended December 31, 1998 to the Year Ended December 31,
                                     1997

  Net sales for the year ended December 31, 1998 increased by $202.8 million, or
21.1%, to $1.2 billion from $959.3 million for the year ended December 31, 1997.
Components of the change in net sales are as follows:

<TABLE>
<CAPTION>
  Distribution Centers                               1998           1997        $ Increase      % Increase
                                             ------------------------------------------------------------
                                                               (in  millions)
<S>                                          <C>                 <C>            <C>            <C>
  In operation prior to January 1, 1996            $  814.7         $784.2          $ 30.5              3.9%
  Acquired in 1996                                     59.2           52.3             6.9             13.2
  Opened by the Company in 1996                        32.0           26.4             5.6             21.2
  Acquired in 1997                                    187.6           78.4           109.2            139.3
  Opened by the Company in 1997                        53.0           18.0            35.0            194.4
  Acquired  in 1998                                     5.9              -             5.9                -
  Opened by the Company in 1998                         9.7              -             9.7                -
                                             ------------------------------------------------------------
    Total                                          $1,162.1         $959.3          $202.8             21.1%
                                               ============================================================
</TABLE>

  Gross profit for the year ended December 31, 1998 increased by $52.6 million,
to $267.7 million in 1998 from $215.1 million in 1997, primarily as a result of
profits associated with increased sales. Gross profit, as a percent of sales,
increased from 22.4% in 1997 to 23.0% in 1998 primarily due to management's
focus on improving gross profit percentage through increased sales of higher
profit margin products. In addition, direct sales (product shipped from the
vendor directly to the customer's job site), which have significantly lower
gross profit percentages than sales from the distribution center's warehouse,
decreased as a percentage of total sales in 1998.

  Distribution center operating expenses for the year ended December 31, 1998
increased by 24.1% to $223.6 million in 1998 from $180.2 million in 1997. As a
percentage of net sales, distribution center operating expenses increased to
19.2% in 1998 from 18.8% in 1997. The 1998 increase is the result of the Company
completing the integration of over 50 distribution centers from 1997
acquisitions. Considerable time and efforts were focused on converting the 1997
acquired accounts to the Company's credit and collection policies. During this
conversion process, the Company's provision for doubtful accounts increased to
$8.7 million in 1998 from $4.5 million in 1997.

                                       8
<PAGE>

  Distribution center operating income, which consists of net sales less cost of
sales and operating expenses for the distribution centers, increased $9.1
million or 26.0% to $44.1 million in 1998 from $35.0 million in 1997.

  Components of distribution center operating income (loss) and the change
therein are as follows:

Distribution Centers                          1998       1997     Change
                                          ------------------------------
                                                   (in millions)
In operation prior to January 1, 1996        $38.5      $35.7      $ 2.8
Acquired in 1996                               0.7        0.0        0.7
Opened by the Company in 1996                  0.2       (1.2)       1.4
Acquired in 1997                               3.4        0.8        2.6
Opened by the Company in 1997                  1.3       (0.3)       1.6
Acquired in 1998                               0.1          -        0.1
Opened by the Company in 1998                 (0.1)         -       (0.1)
                                          ------------------------------
  Total                                      $44.1      $35.0      $ 9.1
                                          ==============================

  The table set forth above illustrates that the Company's commitment to growth
has a significant impact on distribution center operating income. Although
distribution centers in operation prior to January 1, 1996 accounted for only
70.1% of net sales in 1998, such distribution centers accounted for 87.3% of
distribution center operating income.

  The 1998 distribution center operating income for locations in operation prior
to January 1, 1996 increased by $2.8 million or 7.8% over 1997, while sales for
these same locations increased by 3.9%.

  General and administrative expenses increased $2.5 million to $16.4 million in
1998 from $13.9 million in 1997. Major components of the increased expenses were
salaries and benefits to support the increased sales.

  Amortization of intangible assets increased by $1.0 million to $1.7 million in
1998 from $0.7 million in 1997 primarily due to the full year's amortization
expense for the 1997 Viking and Champ acquisitions.

  Non-recurring charge of $3.9 million relates to a net loss incurred due to
financial problems experienced by a customer. For many years, the Company had
done a significant volume of business with a large commercial roofing contractor
in Chicago, IL. In 1998, the contractor's assets and business were foreclosed
upon by its bank. At that time, the Company had notes receivable for $4,698,000
from the contractor. Prior to this action by the bank, the contractor was
expanding his business and hand been paying the Company on a timely basis. In an
effort to reduce its loss as well as for other business reasons, the Company
made a decision to purchase the contractor's assets from the bank, finish the
contracts in process, collect the receivables, and sell the remaining assets.
The non-recurring expense is the net of the customer's uncollectible notes
receivable, plus costs incurred, less anticipated recoveries.

  Interest expense for the year ended December 31, 1998 increased by $8.2
million, or 47.9%, to $25.1 million from $16.9 million for the year ended
December 31, 1997, primarily as a result of increased average borrowings during
1998, and increased working capital. In addition, interest expense for 1998
included a full year for the Senior Subordinated Notes which carry a higher
interest rate than the Revolver.

  Liquidity and Capital Resources

  Cash Flows from Operating Activities. Net cash provided by (used in)
operations was $23.3 million for the year ended December 31, 1999 compared to
$11.8 million for the year ended December 31, 1998 and $(1.7) million for the
year ended December 31, 1997. The increase in 1999 was principally due to
improved earnings. The increase in 1998 was principally due to an increased
level of accounts payable.

                                       9
<PAGE>

  Cash Flows from Investing Activities. Net cash used in investing activities
was $13.9 million, $13.1 million and $111.5 million for the years ended December
31, 1999, 1998 and 1997, respectively. The Company's investing activities
consist primarily of costs associated with the acquisition of building products
distributors and capital expenditures. Acquisition of businesses were $1.0
million, $2.3 million and $86.7 million for the years ended December 31, 1999,
1998 and 1997, respectively. Capital expenditures were $14.2 million, $12.4
million and $25.3 million for the years ended December 31, 1999, 1998 and 1997,
respectively.

  Cash Flows from Financing Activities. Net cash provided by (used in) financing
activities was $(9.3) million, $1.8 million and $114.7 million for the years
ended December 31, 1999, 1998 and 1997, respectively. The Company's financing
activities consist primarily of the borrowings incurred in connection with the
growth of its existing distribution centers as well as acquisition of building
products distributors and, to a lesser extent, distributions to the Company's
sole stockholder in respect of tax liabilities related to the Company.

  Liquidity. The Company's principal sources of funds are anticipated to be cash
flows from operating activities and borrowings under its revolving credit
agreement. The Company believes that these funds will provide the Company with
sufficient liquidity and capital resources for the Company to meet its financial
obligations, as well as to provide funds for the Company's working capital,
capital expenditures and other needs for the foreseeable future. No assurance
can be given, however, that this will be the case.

  Senior Subordinated Notes. As of December 31, 1999, the Company had $90.7
million of unsecured Senior Subordinated Notes bearing interest at 10 5/8%.
These notes mature on May 15, 2007 and are subordinate to borrowings under the
revolving credit agreement. During 1999 the Company repurchased and retired $9.3
million of the Senior Subordinated Notes.

  Revolving Credit Agreement. The Company is party to a credit agreement due
June 2002, which as of December 31, 1999, permitted revolving borrowings of up
to $250 million under the revolving line of credit indebtedness (the Revolver).
Debt outstanding under this agreement as of December 31, 1999 was $157.9 million
and borrowings under the Revolver are secured by accounts receivable and
inventories.

  Year 2000 Update

  In prior years, the Company discussed the nature and progress of its plans to
become Year 2000 ready. In late 1999, the Company completed its remediation and
testing of systems. As a result of those planning and implementation efforts,
the Company experienced no significant disruptions in critical information
technology and non-information technology systems and believes those systems
successfully responded to the Year 2000 date change. Expenditures in connection
with remediating its systems were not material to the Company's operations
during 1999. The Company is not aware of any material problems resulting from
Year 2000 issues, either with its services, its internal systems, or the
products and services of third parties. The Company will continue to monitor its
critical computer applications and those of its suppliers and vendors throughout
the Year 2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.

  Seasonality

  Because of cold weather conditions in many of the markets in which the Company
does business and the seasonal nature of the roofing and siding business
generally, the Company's revenues vary substantially throughout the year, with
its lowest revenues typically occurring in the months of December through
February.

  Inflation

  The Company believes that inflation did not have a material impact on its
results of operations for the three years ended December 31, 1999.

                                       10
<PAGE>

Forward Looking Statements

  This Management's Discussion and Analysis of Financial Condition and Results
of Operations (MD&A) contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the Securities Act). Such
forward-looking statements are based on the beliefs of the Company's management
as well as on assumptions made by and information currently available to the
Company at the time such statements were made. When used in this MD&A, the words
"anticipate," "believe," "estimate," "expect," "intends" and similar
expressions, as they relate to the Company are intended to identify forward-
looking statements, which include statements relating to, among other things:
(i) the ability of the Company to continue to successfully compete in the
roofing and vinyl siding products market; (ii) the anticipated benefits from its
acquisition strategy, (iii) the continued effectiveness of the Company's sales
and marketing strategy; and (iv) the ability of the Company to continue to
successfully develop and launch new distribution centers. Actual results could
differ materially from those projected in the forward-looking statements as a
result of the matters discussed herein and certain economic and business
factors, some of which may be beyond the control of the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  The Company is exposed to market risk related to changes in interest rates.
The Company does not use derivative financial instruments for speculative or
trading purposes.

  Interest Rate Sensitivity. The Company's earnings are affected by changes in
short-term interest rates as a result of its notes payable to banks under the
Revolver. If market interest rates for such borrowings average 1% more during
2000 than they did during 1999, the Company's interest expense would increase,
and income before income taxes would decrease by approximately $1.6 million.
This analysis does not consider the effects of the reduced level of overall
economic activity that could exist in such an environment. Further, in the event
of a change of such magnitude, management could take actions to further mitigate
its exposure to the change. However, due to the uncertainty of the specific
actions that would be taken and their possible effects, the sensitivity analysis
assumes no changes in the Company's financial structure.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  The financial statements and schedules are listed in Part IV, Item 14 of this
Form 10-K.

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

  None.

                                       11
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The following table sets forth certain information with respect to (i) each
member of the Company's Board of Directors (the Board), (ii) each executive
officer of the Company and (iii) certain key employees of the Company.

Name                         Age                           Position
--------------------------------------------------------------------------------
Kenneth A. Hendricks          58    Chief Executive Officer and Chairman of the
                                    Board
David Luck                    50    President and Chief Operating Officer and
                                    Director
Diane Hendricks               52    Executive Vice President, Secretary, and
                                    Director
Kendra Story                  40    Chief Financial Officer, Treasurer, and
                                    Director
Robert Bartels                51    Senior Vice President of Operations
Keith Rozolis                 40    Vice President of Strategic Marketing
                                    and Planning
Gil Aleman                    56    Director
Kent Nelson                   55    Director

  Kenneth A. Hendricks serves as Chief Executive Officer and Chairman of the
Board. Prior to July 1998 when Mr. David Luck was hired, Mr. Hendricks also
served as the President. Prior to 1982, Mr. Hendricks was the owner and operator
of a number of successful exterior building contracting businesses and real
estate businesses.

  David Luck has served as President and Chief Operating Officer since July of
1998. In May of 1999, Mr. Luck became a director of the Company. Prior to
joining ABC, he was the President of Bridgestone/Firestone Retail Operations
Division, and the Senior Vice President of Bridgestone/Firestone, Inc. As
president he was responsible for 1,550 retail stores selling tires and
automotive services. Mr. Luck spent twenty-eight years with
Bridgestone/Firestone and held a variety of positions with increasing
responsibilities.

  Diane Hendricks has served as Executive Vice President, Secretary and a
director of the Company since its inception. Ms. Hendricks is also President of
American Patriot Insurance Agency, Inc. Ms. Hendricks is primarily responsible
for overseeing insurance, personnel matters, bonus programs, profit sharing and
legal matters for the Company.

  Kendra Story has served as the Chief Financial Officer, Treasurer and a
director of the Company since its inception. Ms. Story is primarily responsible
for overseeing finance, accounting, internal audit and inventory management for
the Company.

  Robert Bartels has served as the Company's Senior Vice President of Operations
since September of 1997, prior to which, he was the Director of Purchasing since
1996. From 1971 to 1996, Mr. Bartels was employed by several leading
manufacturers in the building materials industry with a variety of positions
with increasing responsibilities, which included national marketing and sales
and as vice president of sales.

  Keith Rozolis has served as the Vice President of Strategic Marketing and
Planning since July 1999. Prior to joining ABC, Mr. Rozolis was with
Bridgestone/Firestone Retail Operations division since 1993, where he served in
several capacities including a Director of Tire Marketing. He also directed key
strategic initiatives related to tire marketing, automotive service
(MasterCare), systems and process reengineering, and collaborative internet
strategies for Bridgestone/Firestone. Mr. Rozolis earned a Masters degree from
the J.L. Kellogg Graduate School of Management Northwestern University and a
B.S. in Business Administration from Bucknell University.

  Gil Aleman has served as a director of the Company since 1997. Mr. Aleman is
currently the Director of Operations for American Mortgage Capital Inc., a major
lender for all types of mortgages. Previously he served as President of the
Celotex roofing division for Jim Walter Corporation from 1985 to 1997. Prior to
1985, Mr. Aleman served as President of Jim Walter Window Components, a division
of Jim Walter Corporation.

  Kent Nelson has served as a director of the Company since 1997. Mr. Nelson is
currently Chief Executive Officer and President of TJ Adams Group, LLC, a
regional insurance broker, and is an adjunct professor of management at the
Graduate School of Business, Northern Illinois University. From 1989 to 1998,
Mr. Nelson was Managing Director and a member of the Executive Committee of Aon
Risk Services of Illinois, Inc., an international insurance broker.

  Kenneth and Diane Hendricks are husband and wife. Kendra Story is a daughter
of Mr. Hendricks.

                                       12
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

  The compensation of executive officers of the Company is determined by the
Board. The following Summary Compensation Table includes individual compensation
information for the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company in the year ended December
31, 1999 for services rendered in all capacities to the Company and its
subsidiaries during the year ended December 31, 1999.

<TABLE>
<CAPTION>
                                                                                                    All Other
Name and Principal Position                                      Annual Compensation             Compensation (1)
----------------------------------------------------------------------------------------------------------------
                                                                Annual           Bonus
<S>                                                          <C>                 <C>             <C>
Kenneth A. Hendricks                                         $1,000,000                  -                $1,080
 Chief Executive Officer and Chairman of the Board
David Luck                                                      533,000            750,000                 6,000
 President and Chief Operating Officer
Diane M. Hendricks                                              250,000                  -                 1,905
 Executive Vice President and Secretary
Kendra Story                                                    200,000                  -                   720
 Chief Financial Officer and Treasurer
Robert Bartels                                                  175,000                  -                     0
 Senior Vice President of Operations
</TABLE>

   (1)  Consists of estimated amounts paid by the Company for automobiles.

      Mr. Luck is party to an agreement with the Company dated May 18, 1998,
which provides for his employment through April 30, 2005. As part of the
agreement, Mr. Luck received a one-time bonus of $1,500,000, one half of which
was paid in 1998 and the other half in 1999. The one-time bonus is subject to
repayment under conditions specified in the agreement. The agreement provides a
bonus program and severance package, and also contains noncompetion and
nonsolicitation covenants covering the term of the agreement plus two years from
the date of termination.

      Mr. Bartels is party to an agreement with the Company dated November 30,
1998 and amended November 30, 1999, which provides for his employment for a five
year period commencing on January 1, 1999. The agreement provides a bonus
program and severance package, and also contains noncompetion and
nonsolicitation covenants covering the term of the agreement plus two years from
the date of termination.

      For a description of the employment agreement entered into between Mr.
Hendricks and the Company, see "Certain Relationships and Related Transactions."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      All of the Company's capital stock is owned beneficially and of record by
Mr. Hendricks. There are no outstanding options or other rights to purchase any
shares of the Company's capital stock.

                                       13
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  ABC transacts business with a number of entities, including Corporate
Contractors, Inc. (CCI), ABC Express, Inc. (Express), Amfinity Capital, LLC
(Amfinity), Water Tower Industrial Properties (Water Tower), Hendricks
Commercial Properties (HCP), Hendricks Carolina Properties, LLC (Carolina),
Hendricks Peachtree, LLC (Peachtree), Hendricks Michigan Properties, LLC
(Michigan), Hendricks Oregon Properties, LLC (Oregon), Patriot, Ltd. (Patriot)
and American Patriot Insurance Agency, Inc. (APIA) (collectively, the Related
Entities), which are owned by ABC's sole stockholder and his spouse. CCI
performs construction work such as interior renovations and additions at ABC
locations. Express provides transportation services for the Company. The Company
leases properties from Water Tower, Carolina, Peachtree, Michigan, Oregon, and
HCP. Amfinity provides business advisory services. APIA is an insurance broker
who provides services and arranges insurance for ABC. The Company believes that
the transactions between ABC and the Related Entities have generally been
conducted on an arm's-length basis.

  In connection with certain of the Company's acquisitions, the Company's sole
stockholder or his affiliates have purchased the real estate of the acquired
business, which the Company has then leased from Mr. Hendricks or his
affiliates. In addition, certain of the distribution centers opened by the
Company are located in facilities purchased by and leased from Mr. Hendricks or
his affiliates. These real estate purchases have historically been financed with
a combination of debt financing and equity, and a portion of the equity has
sometimes been funded by Mr. Hendricks or his affiliates with borrowings from
ABC. The aggregate amount of such borrowings from ABC outstanding as of December
31, 1999 was approximately $5.3 million and $4.8 million as of December 31,
1998. The Company and Mr. Hendricks currently intend to continue to acquire
properties for the Company's occupancy using such method of financing. The
Company's debt agreements will permit it to lend up to $10.0 million to Mr.
Hendricks or his affiliates in connection with such transactions in the future.
Interest is charged on such loans at a rate comparable to the rate the Company
pays on its bank borrowings. The maximum amount of such borrowings at any time
during the three years ended December 31, 1999, occurred in April 1997 and
aggregated $8.2 million.

  As described above, as of December 31, 1999, the Company leased 102 facilities
from Mr. Hendricks or his affiliates compared to 98 facilities as of December
31, 1998. For the years ended December 31, 1999 and 1998, the Company paid $12.8
million and $10.2 million, respectively, in lease payments to Mr. Hendricks or
his affiliates in respect of such properties. Annual payments due under these
leases are based on the prevailing market rates in the areas in which such
properties are located and are adjusted annually to reflect changes in the
consumer price index.

  As of December 31, 1999 and 1998, the Company had obligations outstanding
under guarantees and letters of credit in respect of debt of Mr. Hendricks and
his affiliates in the amounts of $5.5 million and $4.7 million, respectively.
Such guarantees and letters of credit are primarily related to certain
indebtedness of the Company which was assumed by Mr. Hendricks. The maximum
amount of such guarantees and letters of credit at any time during the past
three years occurred in July 1999 and aggregated $5.5 million.

  Patriot, an insurance captive owned by Mr. and Mrs. Hendricks, provides
certain insurance coverage to the Company, which is subsequently reinsured in
part by third-party insurance carriers. APIA, also owned by Mr. and Mrs.
Hendricks, serves as a broker with respect to insurance coverage for the Company
and the Related Entities. The Company paid APIA, net of reimbursements, $11.8
million and $9.5 million in 1999 and 1998, respectively, for claim liabilities,
as determined by an independent actuarial service

  During 1997, the Company entered into an employment agreement (Employment
Agreement) with Mr. Hendricks which provided for an annual salary of $1.0
million, subject to annual increases if approved by a majority of ABC's
independent directors, of up to 20.0% of his salary in the preceding year.
Effective January 1, 2000 the independent directors approved a $200,000 annual
raise for Mr. Hendricks. His Employment Agreement automatically renews unless
ABC or Mr. Hendricks otherwise elect.

  The Company has entered into a Tax Allocation Agreement with Mr. Hendricks
pursuant to which he will receive distributions from each of the Company and its
wholly owned subsidiaries with respect to taxes payable by Mr. Hendricks
associated with the operations of each entity.

                                       14
<PAGE>

                                    PART IV

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

(a) (1.) FINANCIAL STATEMENTS


AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                             -----
<S>                                                                                                          <C>
Report of Ernst & Young LLP, Independent Auditors                                                              16
Consolidated Balance Sheets as of December 31, 1999 and 1998                                                   17
Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997                     18
Consolidated Statements of Stockholder's Equity for the years ended December 31, 1999, 1998 and 1997           19
Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997                     20
Notes to Consolidated Financial Statements                                                                     21
</TABLE>

    (2.) FINANCIAL STATEMENT SCHEDULE

    Schedule II - Valuation and Qualifying Accounts

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

    (3.) LISTING OF EXHIBITS

    Exhibit 27 - Financial Data Schedule

(b) CURRENT REPORTS ON FORM 8-K:

    During the quarter ended December 31, 1999, the Company had no current
    filings on Form 8-K.

(c) EXHIBITS:

    See Exhibit Index submitted as a separate section of this report.

                                       15
<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


The Board of Directors
American Builders & Contractors Supply Co., Inc.

  We have audited the accompanying consolidated balance sheets of American
Builders & Contractors Supply Co., Inc., and subsidiaries (the Company) as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1999. Our audits also included the financial
statement schedule listed in the index at Item 14(a). These financial statements
and schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

  We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 consolidated financial position of the Company at
December 31, 1999 and 1998, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


Milwaukee, Wisconsin
March 6, 2000

                                       16
<PAGE>

                AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
                          CONSOLIDATED BALANCE SHEETS
               (in thousands, except per share and share amounts)

<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                           1999             1998
                                                                                       --------------------------
<S>                                                                                    <C>               <C>
Assets (Note 3)
Current assets:
  Cash                                                                                 $   4,717         $  4,682
  Accounts receivable, less allowance for doubtful accounts of $6,975--
    1999 and $7,164--1998                                                                143,864          149,103
  Inventories                                                                            135,511          130,802
  Prepaid expenses and other                                                               3,672            4,595
                                                                                       --------------------------
     Total current assets                                                                287,764          289,182
Property and equipment, net (Note 4)                                                      67,515           69,190
Receivable from sole stockholder and affiliates (Note 6)                                   5,320            4,840
Goodwill, net of accumulated amortization of $3,089--1999 and $1,794--1998                39,143           40,438
Other intangible assets, net of accumulated amortization of $2,625--1999 and
     $1,578--1998                                                                          6,200            7,211
Security deposits                                                                            740              992
Other assets                                                                               1,776            1,048
                                                                                       --------------------------
                                                                                       $ 408,458         $412,901
                                                                                       ==========================
Liabilities and stockholder's equity
Current liabilities:
  Accounts payable                                                                     $  82,497         $ 84,979
  Accrued payroll and benefits                                                             9,930            9,028
  Accrued liabilities                                                                     12,346           13,033
  Current portion of long-term debt (Note 3)                                               5,582            5,056
                                                                                       --------------------------
     Total current liabilities                                                           110,355          112,096
Long-term debt (Note 3)                                                                  270,429          281,658
Commitments and contingent liabilities (Notes 5, 6 and 7)
Stockholder's equity:
       Common stock $0.01 par value; 1,000 shares authorized, 147.04 shares
           issued and outstanding                                                              -                -
  Additional paid-in capital                                                               3,780            1,864
  Retained earnings                                                                       23,894           17,283
                                                                                       --------------------------
     Total stockholder's equity                                                           27,674           19,147
                                                                                       --------------------------
                                                                                       $ 408,458         $412,901
                                                                                       ==========================
</TABLE>

                            See accompanying notes.

                                       17
<PAGE>

                AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                                            1999               1998               1997
                                                         ------------------------------------------------
<S>                                                      <C>                <C>                  <C>
Net sales                                                $1,197,509         $1,162,110           $959,321
Cost of sales                                               914,971            894,450            744,186
                                                         ------------------------------------------------
Gross profit                                                282,538            267,660            215,135
Operating expenses:
  Distribution centers                                      226,587            223,602            180,158
  General and administrative                                 18,040             16,366             13,897
  Amortization of intangible assets                           1,686              1,735                747
  Non-recurring charges (Note 10)                             7,030              3,900                  -
                                                         ------------------------------------------------
                                                            253,343            245,603            194,802
                                                         ------------------------------------------------
Operating income                                             29,195             22,057             20,333
Other income (expense):
  Interest income                                               500                542                470
  Interest expense                                          (22,913)           (25,074)           (16,950)
                                                         ------------------------------------------------
                                                            (22,413)           (24,532)           (16,480)
                                                         ------------------------------------------------
Income (loss) before provision for income taxes               6,782             (2,475)             3,853
Provision for income taxes                                      171                170                311
                                                         ------------------------------------------------
Net income (loss)                                        $    6,611         $   (2,645)          $  3,542
                                                         ================================================
</TABLE>

                            See accompanying notes.

                                       18
<PAGE>

                AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                (in thousands)

<TABLE>
<CAPTION>
                                           Common             Additional             Retained         Total Stock-
                                           Stock            Paid-in Capital          Earnings       holder's Equity
                                         --------------------------------------------------------------------------
<S>                                      <C>                <C>                      <C>            <C>
Balance at December 31, 1996                $ 109                $1,215             $ 30,637              $ 31,961
Net income                                      -                     -                3,542                 3,542
Contributions by sole stockholder               -                   540                    -                   540
Distributions to sole stockholder               -                     -              (14,251)              (14,251)
Change state of incorporation                (109)                  109                    -                     -
                                         -------------------------------------------------------------------------
Balance at December 31, 1997                    -                 1,864               19,928                21,792
Net loss                                        -                     -               (2,645)               (2,645)
                                         -------------------------------------------------------------------------
Balance at December 31, 1998                    -                 1,864               17,283                19,147
Net income                                      -                     -                6,611                 6,611
Contributions by sole stockholder               -                 1,916                    -                 1,916
                                         -------------------------------------------------------------------------
Balance at December 31, 1999                $   -                $3,780             $ 23,894              $ 27,674
                                         =========================================================================
</TABLE>

                            See accompanying notes.

                                       19
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                                 1999            1998          1997
                                                                              ------------------------------------------
<S>                                                                           <C>               <C>            <C>
Operating activities
Net income (loss)                                                              $  6,611         $ (2,645)      $   3,542
Adjustments to reconcile net income (loss) to cash
 provided by (used in) operating activities, net of acquisitions:
  Depreciation                                                                   14,330           14,051          11,117
  Amortization                                                                    1,686            1,735             747
  Amortization of deferred financing costs                                          670              435             233
  Non-recurring charge                                                                -            3,900               -
  Provision for doubtful accounts                                                10,648            8,690           4,464
  Loss on disposal of property and equipment                                        282              454             306
  Change in operating assets and liabilities:
     Accounts receivable                                                         (5,202)         (18,213)        (12,973)
     Inventories                                                                 (3,941)          (1,350)         (2,980)
     Prepaid expenses and other                                                     930             (833)         (1,855)
     Security deposits                                                              252               33             296
     Other assets                                                                  (728)            (969)            843
     Accounts payable                                                            (2,482)           6,490          (9,062)
     Accrued liabilities                                                            215               66           3,628
                                                                       -------------------------------------------------
        Cash provided by (used in) operating activities                          23,271           11,844          (1,694)
Investing activities
Additions to property and equipment                                             (14,194)         (12,376)        (25,346)
Proceeds from disposal of property and equipment                                  1,317            1,580             528
Acquisition of businesses                                                        (1,042)          (2,263)        (86,688)
                                                                       -------------------------------------------------
        Cash used in investing activities                                       (13,919)         (13,059)       (111,506)
Financing activities
Net borrowings (payments) under line of credit                                   (5,348)            (482)         47,285
Proceeds from long-term debt                                                      5,000            3,724         100,109
Payments on long-term debt                                                      (10,355)          (3,874)       (13,222)
Net change in receivable from/payable to sole stockholder and                      (480)           2,489         (2,179)
 affiliates
(Distributions to) contributions from sole stockholder                            1,916                -        (13,711)
Deferred financing costs                                                            (50)            (100)        (3,572)
                                                                       ------------------------------------------------
     Cash provided by (used in) financing activities                             (9,317)           1,757        114,710
                                                                       ------------------------------------------------
Net increase in cash                                                                 35              542          1,510
     Cash at beginning of year                                                    4,682            4,140          2,630
                                                                       ------------------------------------------------
     Cash at end of year                                                       $  4,717         $  4,682      $   4,140
                                                                       ================================================
Supplemental disclosures of cash flow information are as follows:
  Cash paid for interest                                                       $ 22,691         $ 24,691         $  15,246
  Cash paid for income taxes                                                        176              325               382
</TABLE>

                            See accompanying notes.

                                       20
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               December 31, 1999

1. Nature of Business and Summary of Significant Accounting Policies

     Nature of Business

     The accompanying consolidated financial statements include the accounts of
American Builders & Contractors Supply Co., Inc. (ABC or the Company) and its
wholly owned subsidiaries, Mule-Hide Products Co., Inc. (Mule-Hide), and Amcraft
Building Products Co., Inc. (Amcraft). All significant intercompany profits,
transactions, and balances have been eliminated in consolidation.

     The Company is primarily engaged in the sale of roofing and siding products
throughout the United States. There were 200, 204 and 205 distribution center
locations at December 31, 1999, 1998 and 1997, respectively.

     Inventories

     Inventories, which consist primarily of purchased roofing and siding
products, are stated at the lower of cost (average cost basis) or market.

     Property and Equipment

     Property and equipment additions (including leasehold improvements) are
capitalized at cost. Depreciation on these assets is calculated using the
straight-line method over the estimated useful lives of the related assets or,
in the case of leasehold improvements, the life of the lease if shorter.
Estimated useful lives are as follows:

       Buildings and improvements            31-39 years
       Warehouse equipment                    5- 7 years
       Vehicles                               2-10 years
       Office furniture and equipment         3- 7 years
       Leasehold improvements                Life of the lease, maximum 10 years

     Goodwill

     Goodwill is amortized over 25 to 35 years using the straight-line method.

     Other intangible assets include noncompete agreements and deferred
financing costs which are amortized over the term of the respective agreements
or loans (ranging from 3 to 15 years).

     Impairment of Long-Lived Assets

     Property and equipment, goodwill, other intangible assets, and other assets
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. If the sum of the expected
undiscounted cash flows is less than the carrying value of the related asset or
group of assets, a loss is recognized for the difference between the fair value
and carrying value of the asset or group of assets. Such analyses necessarily
involve significant judgment.

                                       21
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

1. Nature of Business and Summary of Significant Accounting Policies (continued)

     Revenue Recognition

     The Company recognizes revenue upon delivery of product to the customer,
which typically occurs at the Company's distribution center locations.

     Late Payment Charges

     Late payment charges are recorded in connection with past due receivable
balances and are classified as a reduction to distribution center operating
expenses. Late payment charges were approximately $3,861,000, $4,654,000 and
$3,505,000 in 1999, 1998 and 1997, respectively.

     Advertising

     Advertising costs are expensed in the period incurred. Total advertising
expense was approximately $4,001,000, $3,990,000, and $3,896,000 for 1999, 1998
and 1997, respectively.

     Income Taxes

     ABC and its subsidiaries have elected to be treated as Subchapter S
Corporations for federal and state income tax purposes. As a result, the
Company's sole stockholder includes the taxable income of ABC and its
subsidiaries in his personal income tax returns. Accordingly, with the exception
of the amounts described in the following paragraph, the accompanying
consolidated financial statements include no provision or liability for income
taxes.

     Certain states impose a corporate state tax on earnings of a Subchapter S
Corporation. Provisions of approximately $171,000, $170,000, and $311,000 have
been made for such income taxes for the years ended December 31, 1999, 1998 and
1997, respectively.

     Net income (loss) differs from the amount currently taxable to the
Company's sole stockholder due to certain items which are reported differently
for financial reporting purposes than for income tax purposes, principally
inventory costs capitalized, bad debts and depreciation.

     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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

2. Business Acquisitions

     The following business acquisitions have been accounted for using the
purchase method. Operations of such acquisitions are included in the Company's
consolidated financial statements from the respective dates of acquisition.

1999 Acquisitions

     During 1999, the Company made three acquisitions, with an aggregate cost of
approximately $1,000,000. The cost of the acquisitions approximated the fair
value of the net assets acquired.

                                       22
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

2. Business Acquisitions (continued)

1998 Acquisitions

     On January 19, 1998, the Company acquired certain assets and assumed
certain liabilities of U.S.A. Roofing Supply, Inc. (USA) for a purchase price of
approximately $2,300,000. USA was engaged primarily in the wholesale
distribution and sale of roofing material and supplies primarily in the Florida
market. The excess of cost over the fair value of the net assets acquired
totaled $1,000,000.

     Unaudited pro forma financial information for the acquisitions in 1999 and
1998 is not presented because these acquisitions did not have a material impact
on the Company's results of operations.

1997 Acquisitions

     On November 3, 1997, the Company acquired the stock or assets of five
corporations affiliated with Champ Industries, Inc. (Champ) for a purchase price
of approximately $61,000,000. Subsequent to the business combination, the Champ
entities acquired through stock acquisitions were merged into the Company.
Champ was engaged primarily in the wholesale distribution and sale of roofing
material and supplies (primarily in Texas and California). The excess of cost
over the fair value of the net assets acquired, totaled $36,000,000.

     On May 19, 1997, the Company acquired certain assets and assumed certain
liabilities of Viking Products, Inc. and certain assets of Viking Aluminum
Products, Inc. (collectively, Viking). The purchase price was approximately
$26,000,000, which included a $3,000,000 seller note. Viking was a regional
distributor of residential roofing, siding and window products to customers
located primarily in the northeastern U.S. The excess of cost over the fair
value of the net assets acquired, totaled $2,850,000.

     During 1997, the Company also made several other acquisitions, with an
aggregate cost of approximately $3,500,000.

3. Long-Term Debt

     Long-term debt consists of the following:

                                                      December 31,
                                                 1999             1998
                                             ---------------------------
                                                    (in thousands)

          Revolving line of credit           $ 157,935         $ 163,283
          Senior Subordinated Notes             90,650           100,000
          Equipment loans                       21,300            16,300
          Mortgage notes payable                 6,001             6,131
          Other notes payable                      125             1,000
                                             ---------------------------
                                               276,011           286,714
          Less current maturities                5,582             5,056
                                             ---------------------------
                                             $ 270,429         $ 281,658
                                             ===========================

                                       23
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. Long-Term Debt (continued)

     ABC has a financing agreement with a group of banks (Revolver) which
expires on June 30, 2002, under which ABC may borrow, on a revolving credit
basis, up to a maximum of $250,000,000. At December 31, 1999, the Company had
$25,500,000 of availability under the Revolver. The average availability during
1999 was approximately $43,000,000 based on a percentage of eligible accounts
receivable and eligible inventories. Interest on the Revolver at December 31,
1999 was primarily based on LIBOR plus 1.25%. The weighted average interest rate
on all borrowings outstanding under the Revolver at December 31, 1999 and 1998
was 7.7% and 6.4%, respectively.

     The Revolver contains various covenants, including, among other things,
provisions that place restrictions on ABC's ability to merge or sell its
business, sell assets, make investments other than in the ordinary course of
business, repurchase stock, or pay dividends. Additional provisions require ABC
to maintain specified tangible net worth and cash flow amounts and require that
ABC's sole stockholder continue to own at least 51% of the Company's common
stock.

     The Company's 10 5/8% Senior Subordinated Notes are due in 2007. During
1999, the Company repurchased and retired $9,350,000 of the Senior Subordinated
Notes. The difference between the par value of the Senior Subordinated Notes
repurchased and the repurchased price, net of the applicable portion of the
unamortized deferred financing fees written off, was not material.

     In 1999, the Company obtained a $5,000,000 note due in 48 monthly principal
and interest installments beginning in February 2000. The note is collateralized
by specific equipment (delivery trucks, trailers and forklifts) and bears
interest at 8.01%. In 1998, the Company refinanced its previous equipment loans
with a $16,300,000 note, collaterallized by specific equipment (delivery trucks,
trailers, and forklifts). Principal payments of $4,075,000 are due in July 2000
and 2001 with the remaining principal balance due in July 2002. The note bears
interest at 7.1% and is payable monthly.

     The mortgage notes payable principally relate to ABC's corporate offices,
and are due in monthly principal and interest installments of approximately
$50,000 through April 2002, with a final maturity date of May 31, 2002. Interest
on the mortgage notes was 8.375% through February 1, 1999. From February 2, 1999
through February 1, 2001 the rate is 7.75%, and is adjusted annually thereafter.

     The Company has various other notes payable with maturity dates ranging
from 2000 through 2002. Substantially all of the Company's assets are collateral
for the Company's indebtedness.

     Future maturities of long-term debt as of December 31, 1999, are as
follows:

<TABLE>
<CAPTION>
                                                               Amount
                                                          ---------------
                                                           (in thousands)
                         Year ending December 31,
                         <S>                              <C>
                                   2000                        $  5,582
                                   2001                           6,067
                                   2002                         172,481
                                   2003                           1,231
                                   2004                               -
                                Thereafter                       90,650
                                                               --------
                                                               $276,011
                                                               --------
</TABLE>

                                       24
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

4. Property and Equipment

     Property and equipment is comprised of the following:

<TABLE>
<CAPTION>
                                                          December 31,
                                                      1999           1998
                                                    -----------------------
                                                         (in thousands)
<S>                                                 <C>            <C>
Land                                                $  3,610       $  3,370
Buildings and improvements                            13,497         12,730
Warehouse equipment                                   11,048          9,964
Vehicles                                              69,840         65,351
Office furniture and equipment                        12,821         11,857
Leasehold improvements                                14,488         13,838
                                                    -----------------------
                                                     125,304        117,110
Less accumulated depreciation                         57,789         47,920
                                                    -----------------------
                                                    $ 67,515       $ 69,190
                                                    =======================
</TABLE>

5. Lease Commitments

     ABC conducts the majority of its operations in leased facilities under
operating leases expiring at various dates through 2009. Generally, the leases
provide that ABC pay all insurance, maintenance, and other costs and expenses
associated with use of the buildings. Some of the leases also require ABC to pay
real estate taxes.

     As of December 31, 1999, the real estate for 102 of the distribution
centers was owned by a related party. The total rent expense for these related-
party leases was approximately $12,820,000, $10,191,000, and $7,492,000 for the
years ended December 31, 1999, 1998 and 1997, respectively.

     Rent expense under all leases totaled $20,743,000, $20,872,000 and
$16,998,000 for the years ended December 31, 1999, 1998 and 1997, respectively.
Future minimum rental payments required as of December 31, 1999, under all
leases with initial or remaining terms of more than one year are as follows:

<TABLE>
<CAPTION>
                                                                    Amount
                                                               ---------------
                                                                (in thousands)
                            <S>                                <C>
                            Year ending December 31,
                              2000                                    $ 19,105
                              2001                                      17,690
                              2002                                      16,378
                              2003                                      13,224
                              2004                                      11,949
                              Thereafter                                35,024
                                                                      --------
                              Future minimum payments required        $113,370
                                                                      ========
</TABLE>

                                       25
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

6. Related-Party Transactions

  The Company is related to certain other affiliates by common ownership and
management. Transactions and balances with these entities are as follows at
December 31 or for the years ended December 31:

<TABLE>
<CAPTION>
                                 1999           1998           1997
                               -------------------------------------
                                           (in thousands)
<S>                            <C>         <C>                <C>
Accounts receivable            $    49        $    14         $   27
Security deposits                  320            361            414
Sales                               76             94            100
Purchases                          385            110             56
Rent expense                    12,820         10,191          7,492
Interest income                    467            531            466
</TABLE>

     Interest on the receivables from the sole stockholder is charged at a rate
comparable to the interest rate ABC pays on its Revolver.

     At December 31, 1999 and 1998, the Company had guaranteed debt of the sole
stockholder in the amounts of approximately $1,870,000 and $1,939,000,
respectively. Certain assets owned by the Company serve as collateral as part of
an overall guaranty of this debt by the Company. The Company also had
outstanding letters of credit of approximately $3,664,000 and $2,764,000 at
December 31, 1999 and 1998, respectively, with respect to debt of the sole
stockholder and affiliates.

     An insurance captive, owned by the sole stockholder and spouse, provides
certain insurance coverage to the Company, which is subsequently reinsured in
part by third-party insurance carriers.  The Company paid an insurance broker,
also owned by the sole stockholder and spouse, net of reimbursements,
approximately $11,762,000, $9,499,000 and $5,880,000 in 1999, 1998 and 1997,
respectively, for claim liabilities, as determined by an independent actuarial
service.

7. Contingent Liabilities

     The Company is involved in various legal matters arising in the normal
course of business. In the opinion of management and legal counsel, the amount
of losses that may be sustained, if any, would not have a material effect on the
financial position and results of operations of the Company.

8. Employee Benefit Plan

     The Company sponsors a 401(k) plan covering substantially all employees.
Contributions which are at the discretion of the Company approximated $204,000
and $924,000 in 1998 and 1997, respectively. No discretionary contributions were
made in 1999.

                                       26
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

9. Fair Value of Financial Instruments

  The carrying value of cash, accounts receivable, accounts payable and
borrowings under the Revolver approximated fair value at December 31, 1999 and
1998. The value of the Senior Subordinated Notes, based on quoted market prices,
is as follows:

<TABLE>
<CAPTION>
                                                         December 31,
                                                      1999         1998
                                                  -----------------------
                                                       (in thousands)
                              <S>                 <C>            <C>
                              Par Value             $90,650      $100,000
                              Fair Value             84,305        90,250
</TABLE>


     Substantially all of the Company's accounts receivable are due from
contractors located throughout the United States. Credit is extended based on an
evaluation of the customer's financial condition and projects, where applicable.
Credit losses are provided for in the consolidated financial statements and have
consistently been within management's expectations.

10. Non-Recurring Charges

     In connection with the purchase of certain distribution business assets of
Viking Building Products, Inc. and Viking Aluminum Products, Inc. (VAP) in 1997,
the Company entered into a five year supply agreement with VAP, regarding the
sale to ABC of windows, awnings, doors and related products manufactured by VAP.
The supply agreement specified minimum purchases of approximately $20,000,000
per year through May 2002 and damages for shortfalls. The Company did not meet
the required minimum annual purchases for 1998. In February 1999, the Company
filed a lawsuit in the U.S. District court for the Western District of Wisconsin
seeking damages related to warranty and quality issues, among other issues. VAP
instituted a lawsuit in the U.S. District Court for the Southern District of New
York seeking approximately $2,250,000 in damages under the terms of the supply
agreement for the period through December 31, 1998.

     In December 1999, the Company and VAP reached a final settlement whereby
the Company paid $6,550,000. The Company has recorded a $7,030,000 non-recurring
charge related to this settlement and estimated legal and other expenses. As
part of this settlement, VAP agreed to amend the supply agreement to
substantially lower the minimum purchase requirements for 1999 and 2000 and to
conclude the supply agreement on December 31, 2000. The Company has exceeded the
revised 1999 purchase requirements of $8,000,000, and believes it will meet the
2000 purchase requirements of $10,000,000.

     For many years, the Company had done a significant volume of business with
a large roofing contractor in Chicago. In 1998, the contractor's assets and
business were foreclosed upon by its bank. At that time, the Company had notes
receivable for $4,698,000 from the contractor.

                                       27
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

10. Non-Recurring Charges (continued)

  In an effort to reduce its loss as well as for other business reasons, the
Company made a decision to purchase the contractor's assets from the bank,
finish the contracts in process, collect the receivables and sell the remaining
assets.  The following is a summary of the transaction during 1998 (in
thousands):

<TABLE>
<S>                                                                                           <C>
     Note receivable                                                                          $ 4,698
     Purchase of assets from the bank                                                             750
     Expenses incurred to complete work in process, legal expenses and other                    1,527
     Estimated additional expenses to be incurred                                                 525
                                                                                              -------
     Total costs                                                                                7,500
     Amounts realized from sale of assets and collections
          of receivables                                                                       (1,498)
     Estimated additional amounts to be realized                                               (2,102)
                                                                                              -------
     Provision for loss                                                                       $ 3,900
                                                                                              =======
</TABLE>

  Included in other current assets in the Company's consolidated balance sheets
is approximately $437,000 and $1,577,000 at December 31, 1999 and 1998,
respectively, representing the estimated remaining amount to be realized net of
estimated expenses to be incurred.

11. Summarized Financial Information about Guarantor Subsidiaries

  The following is summarized aggregated financial information for Mule-Hide and
Amcraft, both of which fully, unconditionally, jointly, and severally guarantee
the Senior Subordinated Notes issued by ABC.  The amounts are before
consolidated level elimination entries (i.e. sales to ABC and accounts
receivable from ABC are eliminated in consolidation but are separately shown
below; all other amounts are unaffected). Separate financial statements of the
guarantors are not presented because, in the opinion of management, such
financial statements are not material to investors.

<TABLE>
<CAPTION>
                                                                   December 31,
                                                              1999             1998
                                                           ---------------------------
                                                                 (in thousands)
           <S>                                             <C>                 <C>
           Current assets:
             Accounts receivable from ABC                    $ 6,879           $ 3,596
             Other current assets - third parties              3,041             3,633
                                                           ---------------------------
                Total                                          9,920             7,229
           Noncurrent assets                                     632               655
           Current liabilities                                (6,454)           (5,821)
           Noncurrent liabilities                                  -                 -
</TABLE>

<TABLE>
<CAPTION>
                                                    Year ended December 31,
                                              1999            1998               1997
                                       ------------------------------------------------
                                                         (in thousands)
           <S>                         <C>               <C>                    <C>
           Net sales:
             To ABC                             $46,430         $45,525         $38,173
             To third parties                     2,606           5,617           5,869
                                       ------------------------------------------------
                Total                            49,036          51,142          44,042

           Gross profit                           8,143           8,117           7,573
           Net income                             2,034           1,945           1,593
</TABLE>

                                       28
<PAGE>

  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registration has duly caused this Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Beloit, State of Wisconsin, on March 20, 2000.


                         AMERICAN BUILDERS AND CONTRACTORS SUPPLY
                         CO. INC.


                            By: /s/ Kendra A. Story
                               --------------------------
                            Kendra A. Story
                            Chief Financial Officer, Treasurer

                                       29
<PAGE>

                               INDEX TO EXHIBITS
                               -----------------

3.1   Certificate of Incorporation of the Company [Incorporated by reference to
      exhibit 3.1 to the Company's Registration Statement on Form S-4 (File No.
      33-26991)].

3.2   By-laws of the Company [Incorporated by reference to exhibit 3.2 to the
      Company's Registration Statement on Form S-4 (File No. 33-26991)].

3.3   Articles of Incorporation of Mule-Hide [Incorporated by reference to
      exhibit 3.3 to the Company's Registration Statement on Form S-4 (File No.
      33-26991)].

3.4   By-laws of Mule-Hide [Incorporated by reference to exhibit 3.4 to the
      Company's Registration Statement on Form S-4 (File No. 33-26991)].

3.5   Certificate of Incorporation of Amcraft [Incorporated by reference to
      exhibit 3.5 to the Company's Registration Statement on Form S-4 (File No.
      33-26991)].

3.6   By-laws of Amcraft [Incorporated by reference to exhibit 3.6 to the
      Company's Registration Statement on Form S-4 (File No. 33-26991)].

10.1  Employment Agreement, dated as of May 1, 1997, between the Company and
      Kenneth A. Hendricks [Incorporated by reference to exhibit 10.3 to the
      Company's Registration Statement on Form S-4 (File No. 33-26991)].

10.2  Tax Allocation Agreement, dated as of May 1, 1997, among the Company,
      Mule-Hide and Amcraft and Kenneth A. Hendricks [Incorporated by reference
      to exhibit 10.4 to the Company's Registration Statement on Form S-4 (File
      No. 33-26991)].

10.3  Form of lease agreement between the Company and Hendricks Real Estate
      Properties and schedule of lease terms for all properties leased pursuant
      thereto [Incorporated by reference to exhibit 10.5 to the Company's
      Registration on Form S-4 (File No. 33-26991)].

10.4  Amended and Restated Loan and Security Agreement among American National
      Bank and Trust Company of Chicago, NationsBank of Texas, N.A., Bankamerica
      Business Credit, Inc. and the Company, as amended to date (the "Credit
      Agreement") [Incorporated by reference to exhibit 10.6 to the Company's
      Registration on Form S-4 (File No. 33-26991)].

10.5  Amended and Restated Patent, Trademark and License Mortgage by the Company
      in favor of NationsBank of Texas, N.A., as agent for the lenders under the
      Credit Agreement, as amended [Incorporated by reference to exhibit 10.7 to
      the Company's Registration on Form S-4 (File No. 33-26991)].

10.6  Amended and Restated Limited Guaranty Agreement by Kenneth A. Hendricks,
      dated as of February 8, 1996, in favor of NationsBank of Texas, N.A.,
      individually or as agent for the lenders under the Credit Agreement
      [Incorporated by reference to exhibit 10.8 to the Company's Registration
      on Form S-4 (File No. 33-26991)].

10.7  Continuing Guarantee Agreement, dated July 20, 1996, between Mule-Hide and
      Heritage for the benefit of Kenneth A. Hendricks [Incorporated by
      reference to exhibit 10.9 to the Company's Registration on Form S-4 (File
      No. 33-26691)].

10.8  Guaranty, dated December 22, 1992, between the Company and Transohio
      Savings Bank, for the benefit of Kenneth A. Hendricks [Incorporated by
      reference to exhibit 10.10 to the Company's Registration on Form S-4 (File
      No. 33-26991)].

                                       30
<PAGE>

10.9  Guaranty, dated December 22, 1996, between the Company and Met Life
      Capital Corporation, for the benefit of Kenneth A. Hendricks [Incorporated
      by reference to exhibit 10.11 to the Company's Registration on Form S-4
      (File No. 33-26991)].

10.10 Second Amended and Restated Loan and Security Agreement between
      Nationsbank, N.A. , American National Bank and Trust Company of Chicago,
      and the Company (the "Credit Agreement"). [Incorporated by reference to
      exhibit 10.1 to the Company's Form 10-Q for the period ending March 31,
      1998 (File No. 33-26991)]

10.11 First Amendment to the Second Amended and Restated Loan and Security
      Agreement between NationsBank N.A., American National Bank and Trust
      Company of Chicago, and the Company, as amended to date (the "Credit
      Agreement"). [Incorporated by reference to exhibit 10.11 to the Company's
      Form 10-K for the period ending December 31, 1998 (File No. 33-26991)]

10.12 Employment Agreement, dated as of May 1, 1998 between the Company and
      David Luck. [Incorporated by reference to exhibit 10.1 to the Company's
      Form 10-Q for the period ending June 30, 1998 (File No. 33-26991)]

10.13 Employment Agreement, dated as of November 30, 1998, between the Company
      and Robert Bartels. [Incorporated by reference to exhibit 10.11 to the
      Company's Form 10-K for the period ending December 31, 1998 (File No. 33-
      26991)]

10.14 Consent and Second Amendment to the Second Amended and Restated Loan and
      Security Agreement [Incorporated by reference to exhibit 10.1 to the
      Company's Form 10-Q for the period ending March 31, 1999 (File No. 33-
      26991)]

10.15 Third Amendment to the Second Amended and Restated Loan and Security
      Agreement among American Builders & Contractors Supply Co., Inc., and Bank
      of America, N.A. as Agent and a Lender [Incorporated by reference to
      exhibit 10.1 to the Company's Form 10-Q for the period ending September
      30, 1999 (File No. 33-26991)]

10.16 Amendment to Executive Employment Agreement, dated as of November 30,
      1999 between the Company and Robert Bartels.

10.17 Restated Third Amendment to Second Amended and Restated Loan and Security
      Agreement among American Builders & Contractors Supply Co., Inc, and Bank
      of America, N.A. as Agent and a Lender.

21.1  Subsidiaries of the Company, Mule-Hide and Amcraft [Incorporated by
      reference to exhibit 21.1 Company's Registration on Form S-4 (File No. 33-
      26991)].

27.1  Financial Data Schedule.

                                       31
<PAGE>

               AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
                SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS

                 Years Ended December 31, 1999, 1998, and 1997
                                (in thousands)

<TABLE>
<CAPTION>
                                                                              Additions
                                            Balance at       Additions       Charged to                     Balance at
                                           Beginning of     Charged to     Other Accounts    Deductions       End of
Description                                    Year           Expense            (2)             (1)           Year
-----------                                --------------------------------------------------------------------------------
<S>                                        <C>              <C>            <C>               <C>            <C>
Accounts Receivable--Allowance for
 doubtful accounts:
1999                                           $7,164         $  10,648        $      -         $10,837      $  6,975
1998                                            5,949             8,690              700          8,175         7,164
1997                                            4,325             4,464            1,733          4,573         5,949
</TABLE>

(1) Consist of charge-offs, net of recoveries
(2) Allowance for doubtful accounts recorded in connection with acquisitions

                                       32