<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, 2001 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.
             (Exact name of Registrant as specified in its charter)

           DELAWARE              5033                          39-1413708

(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification
ONE ABC PARKWAY,                                               No.)
BELOIT, WISCONSIN
(Address of principal                                          53511
executive offices)                                             (Zip Code)

                                  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]


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                                     PART I

ITEM 1. BUSINESS

      General

      American Builders & Contractors Supply Co., Inc. (the Company or ABC) is a
distributor of exterior building products and is the largest wholesale
distributor of roofing products and one of the largest wholesale distributors of
vinyl siding materials in the United States, operating 215 distribution centers
located in 43 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, delivery capabilities to the job site, as well as credit services
and marketing support. For the year ended December 31, 2001, the Company
generated net sales of $1.4 billion.

      The products distributed by the Company consist primarily 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 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 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 $959.3 million for the year ended December 31, 1997 to $1.4 billion for the
year ended December 31, 2001, representing a compound annual growth rate of
9.5%. In addition, comparable distribution center sales have grown at an average
annual rate of 5.5% 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
contractors.

      The products distributed by the Company consist primarily of roofing
products, including both steep slope (commonly referred to as residential) and
low slope (commonly referred to as 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:

      Steep slope 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 CertainTeed(R), Elk(R), GAF(R),
Owens-Corning(R), and Tamko(R).

      Low slope roofing products and accessories. The Company distributes a
broad selection of modified bitumen, EPDM, hypalon, PVC, TPO, 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 Atlas(R), CertainTeed(R), Firestone(R),
GAF(R), Johns Manville(R), Mule-Hide(R), and US Intec(R). Mule-Hide, a wholly
owned subsidiary, 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


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extent, gutters, fiber cement, aluminum and wood siding. Principal vinyl siding
brands include Alcoa(R), Amcraft(R), CertainTeed(R), Mastic(R), and
Wolverine(R). Amcraft, a wholly owned subsidiary, exclusively sells its private
label siding and accessories through ABC's distribution centers.


                                        3

<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),
Weather-Shield(R), and Amcraft(R). Amcraft also exclusively sells its private
label windows and accessories through ABC's distribution centers.

      Other building products and accessories. The Company distributes a variety
of roofing and siding products to complement its primary product lines. Such
products include 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, 2001, 2000 and 1999:

                                                       Total Net Sales
                                              ----------------------------------
Product Categories                              2001         2000         1999
                                              ----------------------------------
                                                         (in millions)
Steep slope                                   $  800.6     $  720.1     $  688.7
Low slope                                        294.3        262.9        253.3
Siding                                           176.7        156.0        152.2
Windows                                           61.2         49.4         50.9
Other                                             48.7         50.5         52.4
                                              ----------------------------------
   Total for all categories                   $1,381.5     $1,238.9     $1,197.5
                                              ==================================

      The Company distributes these products on a wholesale basis primarily to
small and medium-sized 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 the outside sales personnel pay is derived from
commissions. Additional support comes from a number of regional sales and
merchandising managers who educate the Company's sales personnel and customers
regarding technical specifications and marketability of certain products.

      Distribution Center Operations

      The Company operates 215 local distribution centers located in 43 states.
Since January 1, 1999 the Company has opened 19 distribution centers, closed 15
distribution centers and acquired an additional 15 distribution centers, while
consolidating 8 distribution centers in connection with its selective
acquisition program. A typical distribution center consists 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 various sales and office personnel, as well as
delivery and warehouse personnel. The Company requires that each distribution
center develop a core merchandising strategy, but allows each distribution
center manager under the direction of the region staff and national director of
merchandising to alter the product mix of a given center to meet local market
demands. 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 5.5% over the past
five years.


                                       4

<PAGE>

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

                                                       2001      2000      1999
                                                      --------------------------

Distribution centers on January 1                       200       200       204
Distribution centers acquired                             9         3         3
Distribution centers opened                              11         5         3
Acquired distribution centers consolidated               (2)        0        (6)
Distribution centers closed                              (3)       (8)       (4)
                                                      --------------------------
Distribution centers on December 31                     215       200       200
                                                      ==========================

      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 a few national distributors. 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 13.5% of the Company's 2001 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, 2001, the Company employed 3,078 full-time and 110
part-time employees, of whom 49 were members of unions. The Company's collective
bargaining agreements with its unions expire on various dates, from April 2002
through June 2003. The Company believes that its relations with its employees
are good.


                                       5

<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.

ITEM 2. PROPERTIES

      The Company operates both owned and leased branches in 43 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, 2001:

                                                                   Total Number
Region                                                             of  Locations
--------------------------------------------------------------------------------
Midwest                                                                 54
Northeast                                                               34
Southwest                                                               32
Southeast                                                               39
Western                                                                 27
Rocky Mountain                                                          29
                                                                  --------------
                                                                       215
                                                                  ==============

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.

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


                                       6

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      There were no matters submitted to a vote of security holders during 2001.


                                       7

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                                     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, 2001.

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, 2001. 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)
                                                  ---------------------------------------------------------------------
                                                      2001           2000           1999           1998         1997
                                                  ---------------------------------------------------------------------
<S>                                               <C>            <C>            <C>            <C>            <C>
Income Statement Data
Net sales                                         $ 1,381,530    $ 1,238,937    $ 1,197,509    $ 1,162,110    $ 959,321
Cost of sales                                       1,037,192        936,627        914,971        894,450      744,186
                                                  ---------------------------------------------------------------------
Gross profit                                          344,338        302,310        282,538        267,660      215,135

Operating expenses                                    280,647        262,719        244,627        239,968      194,055
Amortization of intangible assets                       1,611          1,601          1,686          1,735          747
Non-recurring charges                                      --             --          7,030          3,900           --
                                                  ---------------------------------------------------------------------
Operating income                                       62,080         37,990         29,195         22,057       20,333
Net interest expense                                  (18,979)       (24,693)       (22,413)       (24,532)     (16,480)
                                                  ---------------------------------------------------------------------
Income (loss) before provision for income taxes
     and extraordinary item                            43,101         13,297          6,782         (2,475)       3,853
Provision for income taxes (1)                            865            280            171            170          311
                                                  ---------------------------------------------------------------------
Income (loss) before extraordinary item                42,236         13,017          6,611         (2,645)       3,542
Extraordinary item                                         --          1,043             --             --           --
                                                  ---------------------------------------------------------------------
Net income (loss)                                 $    42,236    $    14,060    $     6,611    $    (2,645)   $   3,542
                                                  =====================================================================
Balance Sheet Data (at end of period)
Accounts receivable, net                          $   167,253    $   142,768    $   143,864    $   149,103    $ 143,106
Inventories                                           157,810        151,578        135,511        130,802      128,847
Total assets                                          449,633        417,270        408,458        412,901      409,622
Accounts payable and accrued liabilities              127,297        100,545        104,773        107,040      100,483
Long-term debt, less current maturities               236,929        271,480        270,429        281,658      281,206
Stockholder's equity                                   75,162         39,178         27,674         19,147       21,792
</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 are not 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".


                                       8

<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, 2001:

                                                      Year Ended December 31,
                                                 -------------------------------
                                                   2001        2000        1999
                                                 -------------------------------
Income Statement Data
Net sales                                         100.0%      100.0%      100.0%
Cost of sales                                      75.1        75.6        76.4
                                                 -------------------------------
Gross profit                                       24.9        24.4        23.6

Operating expenses                                 20.3        21.2        20.4
Amortization of intangible assets                   0.1         0.1         0.2
Non-recurring charges                                --          --         0.6
                                                 -------------------------------
Total operating expenses                           20.4        21.3        21.2
                                                 -------------------------------
Operating income                                    4.5%        3.1%        2.4%
                                                 ===============================

      Comparison of the Year Ended December 31, 2001 to the Year Ended December
31, 2000

      Net sales for the year ended December 31, 2001 increased by 11.5%, or
$142.6 million in 2001 to $1.38 billion. Comparable distribution center sales
growth was 9.8% in 2001.

      Gross profit for the year ended December 31, 2001 increased by 13.9% in
2001 to $344.3 million from $302.3 million in 2000. This increase in gross
profit is primarily a result of profits associated with increased sales.

      Gross profit, as a percentage of net sales in 2001 increased to 24.9% from
24.4% in 2000. Management believes the improvement in gross profit percentage
relates primarily to strategic merchandising initiatives, including pricing,
purchasing, and incentive programs which began in 2000 at the distribution
centers to increase gross profit margin. The gross profit percentage increase is
also due in part to management's continued focus on improving gross profit
through increased sales of products with higher gross profit margins.

      Operating expenses for the year ended December 31, 2001 increased by 6.8%
in 2001 to $280.6 million from $262.7 million in 2000. As a percentage of net
sales, operating expenses decreased to 20.3% in 2001 from 21.2% in 2000.
Operating expenses as a percentage of net sales in 2001 are in line with
historic levels for the Company. A primary factor in the decrease of operating
expenses as a percentage of net sales is related to a comprehensive evaluation
and design of new operating and administrative processes undertaken by the
Company in 2000, during which the Company engaged a consulting firm, and added
internal project coordinators as well as financial analysts. This evaluation
resulted in the development and implementation of policies and programs enabling
more consistent merchandising, purchasing and pricing within local markets and
in turn improving gross profit, as well as streamlining internal processes.

      Amortization of intangible assets remained at $1.6 million in 2001 and
2000.

      Interest expense decreased by $5.7 million to $19.3 million in 2001 from
$25.0 million in 2000. The decrease is primarily due to decreased interest rates
on the Company's LIBOR based borrowings as well as a reduction in the Company's
average borrowings.


                                       9

<PAGE>

      Comparison of the Year Ended December 31, 2000 to the Year Ended December
31, 1999

      Net sales for the year ended December 31, 2000 increased by 3.5% to $1.2
billion. Comparable distribution center sales growth was 4.0% in 2000.

      Gross profit for the year ended December 31, 2000 increased by 7.0% to
$302.3 million from $282.5 million in 1999. This increase in gross profit is
primarily a result of profits associated with increased sales.

      Gross profit, as a percentage of net sales in 2000 increased to 24.4% from
23.6% in 1999. Management believes the improvement in gross profit percentage
relates primarily to strategic merchandising initiatives, including pricing,
purchasing, and incentive programs, at the distribution centers to increase
gross profit margin. The gross profit percentage increase is also due in part to
management's continued focus on improving gross profit through increased sales
of products with higher gross profit margins.

      Operating expenses for the year ended December 31, 2000 increased by 7.4%
in 2000 to $262.7 million from $244.6 million in 1999. As a percentage of net
sales, operating expenses increased to 21.2% in 2000 from 20.4% in 1999.

      The increase in operating expenses is primarily the result of costs
associated with a comprehensive evaluation and design of new operating and
administrative processes focused on better serving customer needs and improving
efficiencies. Throughout this process, the Company engaged a consulting firm and
added internal project coordinators and financial analysts. The evaluation,
which concluded during the third quarter of 2000, resulted in the development
and implementation of new policies and programs enabling more consistent
merchandising, purchasing and pricing within local markets to improve gross
profit.

      To a lesser degree, the increase in operating expenses is also the result
of increased wages and fuel costs for delivery vehicles associated with
increased sales, being partially offset by a reduction in the Company's
provision for doubtful accounts.

      Amortization of intangible assets decreased by $0.1 million to $1.6
million in 2000 from $1.7 million in 1999.

      Interest expense increased by $2.1 million to $25.0 million in 2000 from
$22.9 million in 1999. The increase is primarily due to increased interest rates
on the Company's LIBOR based borrowings partially offset by a reduction in the
Company's average borrowings.

      Extraordinary item. During 2000, the Company repurchased and retired $11.6
million of the Senior Subordinated Notes. The purchase resulted in an
extraordinary gain of $1.0 million net of the write-off of the applicable
unamortized deferred financing costs and other expenses.

      Liquidity and Capital Resources

      Cash Flows from Operating Activities. Net cash provided by operations was
$60.6 million for the year ended December 31, 2001 compared to $14.8 million for
the year ended December 31, 2000 and $23.3 million for the year ended December
31, 1999. The increase in 2001 over 2000 was principally due to improved
earnings and increased accounts payable being partially offset by an increase in
accounts receivable. The decrease in 2000 compared to 1999 was due to an
increase in inventories and a lower provision for doubtful accounts, being
partially offset by improved earnings.

      Cash Flows from Investing Activities. Net cash used in investing
activities was $20.4 million, $16.7 million and $13.9 million for the years
ended December 31, 2001, 2000 and 1999, respectively. The Company's investing
activities consist primarily of costs associated with capital expenditures.
Capital expenditures, comprised mainly of routine delivery vehicle replacements,
were $15.8 million, $15.9 million and $14.2 million for the years ended


                                       10

<PAGE>

December 31, 2001, 2000 and 1999, respectively. Other investing activities
include the acquisition of building products businesses. Acquisitions of
businesses were $5.5 million, $2.5 million and $1.0 million for the years ended
December 31, 2001, 2000 and 1999, respectively.


                                       11

<PAGE>

      Cash Flows from Financing Activities. Net cash provided by (used in)
financing activities was $(39.1) million, $2.2 million and $(9.3) million for
the years ended December 31, 2001, 2000 and 1999, 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 product businesses, repayment of debt with cash flows from operation
and, to a lesser extent, distributions to the Company's 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 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, 2001, the Company had $63.7
million of unsecured Senior Subordinated Notes outstanding bearing interest at
10 5/8%. These notes mature on May 15, 2007 and are subordinate to borrowings
under the revolving credit agreement. During 2001, 2000 and 1999, the Company
repurchased and retired $15.5, $11.6 and $9.3 million, respectively, of the
Senior Subordinated Notes. The notes purchased in 2000 resulted in an
extraordinary gain of $1.0 million net of the write-off of the applicable
unamortized deferred financing costs and other expenses. The difference between
the par value of the notes repurchased in 1999 and 2001 and the repurchase
price, net of expenses and the applicable portion of the unamortized deferred
financing costs written off, were not material.

      Revolving Credit Agreement. The Company is party to a credit agreement
which permits borrowings of up to $250 million under the revolving line of
credit (the Revolver), reduced by outstanding letters of credit. Debt
outstanding under the Revolver as of December 31, 2001 was $157.2 million and
borrowings under the Revolver are secured primarily by accounts receivable and
inventories.

      On March 21, 2002, the Company completed its Third Amended and Restated
Loan and Security Agreement for its Revolver. As amended, the initial term of
the Revolver expires on June 30, 2005, but shall automatically extend for
successive one-year periods, unless written notice of termination is given by
either party at least sixty days prior to the end of a period.

      Critical Accounting Policies

      Accounts Receivable. The Company evaluates the collectibility of its
accounts receivable based on a number of factors. For larger accounts greater
than 90 days past due, an allowance for doubtful accounts is recorded based on a
customer's ability and likelihood to pay based on management's review of the
facts. A weighted average of these evaluations is applied to all smaller
accounts greater than 90 days past due. For all other customers, the Company
recognizes an allowance based on length of time the receivable is past due based
on historical experience.

      Acquisition Purchase Price Allocation. The Company records assets and
liabilities, including goodwill and other intangibles, acquired through
acquisitions at estimated fair market value. When necessary, fair market value
is determined by an independent appraisal or quote to purchase a similar asset
from a third party. Lives are assigned to these assets based on the Company's
property and equipment policies stated in Note 1 of the audited consolidated
financial statements. Lives assigned to identifiable intangible assets are
either set by contractual agreements or determined by management based on the
facts and circumstances. Should the fair market value or actual useful life
differ from those estimated at the time of the acquisition, results from
operations, financial position and cash flows, could be materially impacted.

      Related Party Transactions. The Company transacts business with a number
of affiliated companies owned by Mr. Hendricks and his spouse, Diane Hendricks.
The Company believes that these transactions between ABC and


                                       12

<PAGE>

related entities have been conducted on an arm's length basis. See Item 13 and
Note 6 to the Consolidated Financial Statements.


                                       13

<PAGE>

      New Accounting Standards. In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 addresses financial accounting and reporting for business
combinations and requires that the purchase method of accounting be used for all
business combinations completed after June 30, 2001. Under SFAS No. 142,
goodwill and certain other intangible assets will no longer be systematically
amortized but, instead, will be reviewed annually for impairment and written
down and charged to results of operations when their carrying amount exceeds
their estimated fair value. SFAS No. 142 is effective for the Company for its
fiscal year beginning January 1, 2002. The Company is currently assessing the
financial impact, if any, the impairment provisions of SFAS No. 142 will have on
the consolidated financial statements. Management expects that the effect of
ceasing amortization of goodwill will increase operating income by approximately
$1,300,000 for 2002.

      In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived assets," which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, as well as the accounting and reporting of
discontinued operations. The Company will adopt SFAS No. 144 effective January
1, 2002, and it does not expect that the adoption of SFAS No. 144 will have a
significant impact on the Company's results of operations, financial position or
cash flows.

      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, 2001.

      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. 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
the Company's comprehensive evaluation of new operating and administrative
processes (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.


                                       14

<PAGE>

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 borrowings under the Revolver.
If market interest rates for such borrowings average 1% more during 2002 than
they did during 2001, the Company's interest expense would increase, and income
before income taxes would decrease by approximately $1.7 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.


                                       15

<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    60    Chief Executive Officer and Chairman of the Board
David Luck              52    President, Chief Operating Officer, and Director
Diane Hendricks         54    Executive Vice President, Secretary, and Director
Kendra Story            42    Chief Financial Officer, Treasurer, and Director
Robert Bartels          53    Senior Vice President of Operations
Keith Rozolis           42    Vice President of Strategic Marketing and Planning
Gil Aleman              58    Director
Kent Nelson             57    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, and a director since May of 1999. 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-seven 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.

      Gil Aleman has served as a director of the Company since 1997. Since April
2001, Mr. Aleman has been the President and CEO of Apache Products Company.
Prior to joining Apache, Mr. Aleman served as the Director of Operations for
American Mortgage Capital Inc., a major lender for all types of mortgages. He
was also the 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.


                                       16

<PAGE>

      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. Prior to joining TJ
Adams Group, he most recently served as managing director of Marsh McLennan and
AON Risk Services.


                                       17

<PAGE>

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

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, 2001 for services rendered in all capacities to the Company and its
subsidiaries during the year ended December 31, 2001.

<TABLE>
<CAPTION>
                                                                                             All Other
Name and Principal Position                                      Annual Compensation      Compensation (1)
----------------------------------------------------------------------------------------------------------
                                                                Annual         Bonus
<S>                                                          <C>             <C>              <C>
Kenneth A. Hendricks
   Chief Executive Officer and Chairman of  the Board        $ 1,290,769     $      --        $44,076
David Luck
   President and Chief Operating Officer                         573,376       163,193          6,625
Diane M. Hendricks
   Executive Vice President and Secretary                        270,194            --         23,232
Kendra Story
   Chief Financial Officer and Treasurer                         200,000        39,299          2,418
Robert Bartels
   Senior Vice President of Operations                           194,231        39,299          1,952
</TABLE>

(1)   Consists of estimated amounts paid by the Company for automobiles,
      discretionary matching payments under the Company's 401(k) Profit Sharing
      Plan and insurance premiums, respectively, as follows: Mr.
      Hendricks-$2,673, $2,625 and $38,778; Mr. Luck-$4,000, $2,625 and $0; Ms.
      Hendricks-$1,928, $2,625 and $18,769; Ms. Story-$187, $2,231 and $0 and
      Mr. Bartels-$0, $1,952 and $0.

      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 noncompetition 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 noncompetition 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.


                                       18

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      ABC transacts business with a number of entities, including Corporate
Contractors, Inc. (CCI), Blackhawk Transportation, Inc. (Blackhawk), 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), Hendricks Texas
Properties, LLC (Texas), Patriot, Ltd. (Patriot) and American Patriot Insurance
Agency, Inc. (APIA) (collectively, the Related Entities), which are owned by
ABC's stockholder and his spouse. CCI performs construction work such as
interior renovations and additions at ABC locations. Blackhawk provides
transportation services for the Company. The Company leases properties from
Water Tower, Carolina, Peachtree, Michigan, Oregon, Texas 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 been conducted on an
arm's-length basis.

      In connection with certain of the Company's acquisitions, the Company's
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, 2001 was approximately $4.9 million and $3.5 million as of December 31,
2000. The Company and Mr. Hendricks currently intend to continue to acquire
properties for the Company's occupancy using such method of financing. At
December 31, 2001, the Company's debt agreements will permit it to lend up to
approximately $13.6 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 Revolver. The maximum amount
of such borrowings at any time during the three years ended December 31, 2001,
occurred in November 2001 and aggregated $9.8 million.

      As described above, as of December 31, 2001, the Company leased 110
facilities from Mr. Hendricks or his affiliates compared to 106 facilities as of
December 31, 2000, and 102 facilities as of December 31, 1999. For the years
ended December 31, 2001, 2000 and 1999, the Company paid $12.5 million, $11.7
million, and $11.1 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, 2001 and 2000, 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 $6.7 million and $5.4 million, respectively.
Such guarantees are 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 October 2001 and
aggregated $6.7 million.

      Patriot, an insurance captive owned by Mr. and Mrs. Hendricks, provides
certain insurance coverage to the Company, as well as third party companies,
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, $14.8 million, $12.8 million and $11.8 million in
2001, 2000 and 1999, 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. His
Employment Agreement automatically renews unless ABC or Mr. Hendricks otherwise
elect.


                                       19

<PAGE>

      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.


                                       20

<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                                                            22
Consolidated Balance Sheets as of December 31, 2001 and 2000                                                 23
Consolidated Statements of Earnings for the years ended December 31, 2001, 2000 and 1999                     24
Consolidated Statements of Stockholder's Equity for the years ended December 31, 2001, 2000 and 1999         25
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999                   26
Notes to Consolidated Financial Statements                                                                   27
</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

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

(b) CURRENT REPORTS ON FORM 8-K

      During the quarter ended December 31, 2001, the Company had no current
filings on Form 8-K.

(c) EXHIBITS

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


                                       21

<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, 2001 and 2000, and the related consolidated statements of earnings,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 2001. Our audits also included the financial statement
schedule listed in the index at Item 14(a). These financial statements and
schedule 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, 2001 and 2000, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
2001, 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 1, 2002, except for Note 3 as to which the date is March 21, 2002


                                       22

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                     December 31,
                                                                                   2001        2000
                                                                                ----------------------
<S>                                                                              <C>         <C>
Assets (Note 3)
Current assets:
     Cash                                                                        $  6,114    $  5,009
     Accounts receivable, less allowance for doubtful accounts of $7,595--
        2001 and $6,075--2000                                                     167,253     142,768
     Inventories                                                                  157,810     151,578
     Prepaid expenses and other                                                     3,017       2,880
                                                                                ----------------------
          Total current assets                                                    334,194     302,235
Property and equipment, net (Note 4)                                               66,965      66,100
Receivable from affiliates (Note 6)                                                 4,907       3,452
Goodwill, net of accumulated amortization of $5,682--2001 and $4,385--2000         36,551      37,847
Other intangible assets, net of accumulated amortization of $4,108--2001 and
     $3,170--2000                                                                   4,875       5,263
Security deposits                                                                     796         869
Other assets                                                                        1,345       1,504
                                                                                ----------------------
                                                                                 $449,633    $417,270
                                                                                ======================
Liabilities and stockholder's equity
Current liabilities:
     Accounts payable                                                            $ 99,646    $ 78,634
     Accrued payroll and benefits                                                  12,569      10,020
     Accrued liabilities                                                           15,082      11,891
     Current portion of long-term debt (Note 3)                                    10,245       6,067
                                                                                ----------------------
          Total current liabilities                                               137,542     106,612
Long-term debt (Note 3)                                                           236,929     271,480
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                                                     3,779       3,779
     Retained earnings                                                             71,383      35,399
                                                                                ---------------------
          Total stockholder's equity                                               75,162      39,178
                                                                                ---------------------
                                                                                 $449,633    $417,270
                                                                                =====================
</TABLE>

                             See accompanying notes.


                                       23

<PAGE>

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

<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                                2001            2000            1999
                                           ---------------------------------------------
<S>                                         <C>             <C>             <C>
Net sales                                   $ 1,381,530     $ 1,238,937     $ 1,197,509
Cost of sales                                 1,037,192         936,627         914,971
                                           ---------------------------------------------
Gross profit                                    344,338         302,310         282,538

Operating expenses                              280,647         262,719         244,627
Amortization of intangible assets                 1,611           1,601           1,686
Non-recurring charge (Note 10)                       --              --           7,030
                                           ---------------------------------------------
                                                282,258         264,320         253,343
                                           ---------------------------------------------
Operating income                                 62,080          37,990          29,195
Other income (expense):
     Interest income                                365             340             500
     Interest expense                           (19,344)        (25,033)        (22,913)
                                           ---------------------------------------------
                                                (18,979)        (24,693)        (22,413)
                                           ---------------------------------------------
Income before provision for income taxes
     and extraordinary item                      43,101          13,297           6,782
Provision for income taxes                          865             280             171
                                           ---------------------------------------------
Income before extraordinary item                 42,236          13,017           6,611
Extraordinary item (Note 3)                          --           1,043              --
                                           ---------------------------------------------
Net income                                  $    42,236     $    14,060     $     6,611
                                           =============================================
</TABLE>

                             See accompanying notes.


                                       24

<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, 1998     $     --      $  1,863       $ 17,284      $ 19,147
Net income                             --            --          6,611         6,611
Contributions from stockholder         --         1,916             --         1,916
                                --------------------------------------------------------
Balance at December 31, 1999           --         3,779         23,895        27,674
Net income                             --            --         14,060        14,060
Distributions to stockholder           --            --         (2,556)       (2,556)
                                --------------------------------------------------------
Balance at December 31, 2000           --         3,779         35,399        39,178
Net income                             --            --         42,236        42,236
Distributions to stockholder           --            --         (6,252)       (6,252)
                                --------------------------------------------------------
Balance at December 31, 2001     $     --      $  3,779       $ 71,383      $ 75,162
                                ========================================================
</TABLE>

                             See accompanying notes.


                                       25

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                                            2001         2000         1999
                                                                         ------------------------------------
<S>                                                                       <C>          <C>          <C>
Operating activities
Net income                                                                $ 42,236     $ 14,060     $  6,611
Adjustments to reconcile net income to cash
   provided by operating activities:
     Depreciation                                                           15,302       14,637       14,330
     Amortization                                                            1,611        1,601        1,686
     Amortization of deferred financing costs                                  623          360          670
     Provision for doubtful accounts                                         8,116        7,323       10,648
     Loss on disposal of property and equipment                                308        1,115          282
     Extraordinary item                                                         --       (1,043)          --
     Changes in operating assets and liabilities, net of acquisitions:
          Accounts receivable                                              (30,909)      (5,009)      (5,202)
          Inventories                                                       (3,478)     (14,949)      (3,941)
          Prepaid expenses and other                                          (117)         811          930
          Security deposits                                                     73         (129)         252
          Other assets                                                         159          272         (728)
          Accounts payable                                                  21,012       (3,863)      (2,482)
          Accrued liabilities                                                5,646         (400)         215
                                                                         ------------------------------------
               Cash provided by operating activities                        60,582       14,786       23,271

Investing activities
Additions to property and equipment                                        (15,757)     (15,895)     (14,194)
Proceeds from disposal of property and equipment                               855        1,733        1,317
Acquisitions of businesses                                                  (5,494)      (2,495)      (1,042)
                                                                         ------------------------------------
               Cash used in investing activities                           (20,396)     (16,657)     (13,919)

Financing activities
Net borrowings (payments) under line of credit                             (15,300)      14,578       (5,348)
Proceeds from long-term debt                                                 1,388           --        5,000
Payments on long-term debt                                                 (17,461)     (11,727)     (10,355)
Net change in receivable from affiliates                                    (1,456)       1,868         (480)
(Distributions to) contributions from stockholder                           (6,252)      (2,556)       1,916
Deferred financing costs                                                        --           --          (50)
                                                                         ------------------------------------
               Cash provided by (used in) financing activities             (39,081)       2,163       (9,317)
                                                                         ------------------------------------
Net increase in cash                                                         1,105          292           35
               Cash at beginning of year                                     5,009        4,717        4,682
                                                                         ------------------------------------
               Cash at end of year                                        $  6,114     $  5,009     $  4,717
                                                                         ====================================

Supplemental disclosures of cash flow information are as follows:
     Cash paid for interest                                               $ 19,424     $ 24,744     $ 22,691
     Cash paid for income taxes                                                565          280          176
</TABLE>

                             See accompanying notes.


                                       26

<PAGE>

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

                                December 31, 2001

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) and its wholly owned
subsidiaries (collectively, the Company). 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 215, 200 and 200 distribution
center locations at December 31, 2001, 2000 and 1999, respectively.

      Accounts Receivable

      The Company evaluates the collectibility of its accounts receivable based
on a number of factors. For larger accounts greater than 90 days past due, an
allowance for doubtful accounts is recorded based on a customer's ability and
likelihood to pay based on management's review of the facts. A weighted average
of these evaluations is applied to all smaller accounts greater than 90 days
past due. For all other customers, the Company recognizes an allowance based on
length of time the receivable is past due based on historical experience.

      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 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 - 15 years
Vehicles                                      2 - 5 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.
See "New Accounting Standards" for future changes.

      Other Intangible Assets

      Other intangible assets include noncompete agreements and deferred
financing costs which are amortized over the term of the respective agreements
or loans (ranging from 7 to 15 years).


                                       27

<PAGE>

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

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

      Impairment of Long-Lived Assets

      Property and equipment, goodwill (see "New Accounting Standards" for
future changes), 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.

      Revenue Recognition

      The Company recognizes revenue upon delivery of product and transfer of
title 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 operating expenses. Late payment
charges were approximately $5,225,000, $4,112,000 and $3,861,000 in 2001, 2000
and 1999, respectively.

      Shipping and Handling Costs

      The Company classifies shipping and handling costs, consisting of driver
wages and vehicle expenses, as operating expenses in the accompanying
consolidated statements of earnings. Shipping and handling costs were
approximately $66,021,000, $59,972,000 and $54,452,000 for the years ended
December 31, 2001, 2000 and 1999, respectively.

      Advertising Costs

      Advertising costs are expensed in the period incurred. Total advertising
expense was approximately $4,869,000, $4,761,000, and $4,001,000 for 2001, 2000
and 1999, 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 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 $865,000, $280,000 and $171,000 have
been made for such income taxes for the years ended December 31, 2001, 2000 and
1999, respectively.

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


                                       28

<PAGE>

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

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

      Use of Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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.

      New Accounting Standards

      In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS
No. 141 addresses financial accounting and reporting for business combinations
and requires that the purchase method of accounting be used for all business
combinations completed after June 30, 2001. Under SFAS No. 142, goodwill and
certain other intangible assets will no longer be systematically amortized but,
instead, will be reviewed annually for impairment and written down and charged
to results of operations when their carrying amount exceeds their estimated fair
value. SFAS No. 142 is effective for the Company for its fiscal year beginning
January 1, 2002. The Company is currently assessing the financial impact, if
any, the impairment provisions of SFAS No. 142 will have on the consolidated
financial statements. Management expects that the effect of ceasing amortization
of goodwill will increase operating income by approximately $1,300,000 in 2002.

      In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, as well as the accounting and reporting of
discontinued operations. The Company will adopt SFAS No. 144 effective January
1, 2002, and it does not expect that the adoption of SFAS No. 144 will have a
significant impact on the Company's results of operations, financial position or
cash flows.


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.

2001 Acquisitions

      In October 2001, the Company formed two new wholly owned subsidiaries,
Vande Hey Raleigh Roof Tile Manufacturing, Inc. and Vande Hey Roof Tile
Installation, Inc. These companies acquired certain assets and assumed certain
liabilities of a roof tile manufacturer and a related installation company for
approximately $3,800,000, which includes a $1,000,000 note to the sellers.

      In December 2001, the Company purchased certain assets and assumed certain
liabilities of Jim Houk Seamless Guttering and Supply, Inc., which was in the
business of manufacturing and distributing gutter supplies and accessories in
the Missouri, Oklahoma and Kansas markets, for approximately $2,600,000.

      The cost of each of these acquisitions approximated the fair value of the
net assets acquired.


                                       29

<PAGE>

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

2. Business Acquisitions (continued)

2000 Acquisitions

      On December 31, 2000, the Company acquired certain assets and assumed
certain liabilities of Central Building Supply, Inc. (Central) for a purchase
price of approximately $2,200,000. Central was engaged primarily in the
wholesale distribution of siding material and accessories in the Maryland
market. The Company made one other acquisition of assets during the year with a
purchase price of approximately $271,000. The cost of both acquisitions
approximated the fair value of the net assets acquired.

      Unaudited pro forma financial information for the acquisitions in 2001 and
2000 is not presented because these acquisitions did not have a material impact
on the Company's results of operations.

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.

3. Long-Term Debt

      Long-term debt consists of the following:

                                                               December 31,
                                                           2001          2000
                                                        ------------------------
                                                              (in thousands)

Revolving line of credit                                 $157,213      $172,513
Senior Subordinated Notes                                  63,650        79,100
Equipment loans                                            20,166        20,078
Mortgage and other notes payable                            6,145         5,856
                                                        ------------------------
                                                          247,174       277,547
Less current maturities                                    10,245         6,067
                                                        ------------------------
                                                         $236,929      $271,480
                                                        ========================

      The Company has a financing agreement with a group of banks (Revolver)
under which the Company may borrow, on a revolving credit basis, up to a maximum
of $250,000,000, reduced by outstanding letters of credit. As amended March 21,
2002, the initial term of the Revolver expires on June 30, 2005, but shall
automatically extend for successive one-year periods, unless written notice of
termination is given by either party at least sixty days prior to the end of a
period. At December 31, 2001, the Company had $50,853,000 of availability under
the Revolver. The average availability during 2001 was approximately $66,664,000
based on a percentage of eligible accounts receivable and inventories. Interest
on the Revolver at December 31, 2001 was primarily based on LIBOR plus 1.25%.
Under the amended terms of the Revolver, borrowings will bear interest, at the
Company's option, at LIBOR plus 1.75% or at a base rate, as defined, plus 0.50%.
The weighted average interest rate on all borrowings outstanding under the
Revolver at December 31, 2001 and 2000 was 3.3% and 8.2%, respectively.

      The Company's 10 5/8% Senior Subordinated Notes are due in 2007. During
2001 and 1999, the Company repurchased and retired $15,450,000 and $9,350,000 of
the Senior Subordinated Notes, respectively. The difference between par value of
the Senior Subordinated Notes repurchased in 2001 and 1999 and the repurchase
price, net of expenses and the applicable portion of the unamortized deferred
financing fees written off, was not material. During 2000, the Company
repurchased and retired $11,550,000 of the Senior Subordinated Notes. The
purchase resulted in


                                       30

<PAGE>

an extraordinary gain of $1,043,000 net of the write-off of
the applicable portion of the unamortized deferred financing costs and other
expenses. Funds used to repurchase the Senior Subordinated Notes were obtained
primarily from borrowings under the Revolver.


                                       31

<PAGE>

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

3. Long Term Debt (continued)

      The Revolver and Senior Subordinated Notes contain various covenants,
including, among other things, provisions that place restrictions on ABC's
ability to merge or sell its business, repurchase stock, or pay dividends.
Additional provisions of the Revolver require the Company to maintain specific
fixed charge coverage and leverage ratios, and also requires that the Company's
stockholder continue to own at least 51% of the Company's common stock.

      In 2001, the Company refinanced its previous equipment loans with a
$20,500,000 note, collateralized by specific equipment (delivery trucks,
trailers, and forklifts). The note requires monthly principal payments of
$342,000 plus interest through October 2005, with a final payment in November
2005. The note bears interest at 6.45%.

      The mortgage and other 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. From February 2, 1999 through February 28, 2001, the mortgage note bore
interest at 7.75%. On March 1, 2001 the mortgage note rate increased to 8.50%,
and will remain at 8.50% through maturity.

      Substantially all of the Company's assets are collateral for the Company's
indebtedness. Future maturities of long-term debt as of December 31, 2001,
considering the renewal of the amended Revolver, are as follows:

                                                                      Amount
                                                                  --------------
                                                                  (in thousands)
Year ending December 31,
         2002                                                        $ 10,245
         2003                                                           4,100
         2004                                                           4,100
         2005                                                         165,079
         2006                                                              --
         2007                                                          63,650
                                                                     ---------
                                                                     $247,174
                                                                     =========


                                       32

<PAGE>

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

4. Property and Equipment

      Property and equipment consists of the following:

                                                               December 31,
                                                           2001           2000
                                                        ------------------------
                                                              (in thousands)

Land                                                     $  3,556      $  3,556
Buildings and improvements                                 13,598        13,329
Warehouse equipment                                        13,745        11,627
Vehicles                                                   79,430        72,845
Office furniture and equipment                             12,920        12,456
Leasehold improvements                                     17,876        16,106
                                                        -----------------------
                                                          141,125       129,919
Less accumulated depreciation                              74,160        63,819
                                                        -----------------------
                                                         $ 66,965      $ 66,100
                                                        =======================
5. Lease Commitments

      The Company conducts the majority of its operations in leased facilities
under operating leases expiring at various dates through 2011. Generally, the
leases provide that the Company pays all insurance, maintenance, and other costs
and expenses associated with use of the buildings. Some of the leases also
require the Company to pay real estate taxes.

      As of December 31, 2001, the real estate for 110 of the distribution
centers was owned by a related party. The total rent expense for these
related-party leases was approximately $12,532,000, $11,742,000, and $11,146,000
for the years ended December 31, 2001, 2000 and 1999, respectively.

      Rent expense under all leases totaled $21,884,000, $20,516,000 and
$20,743,000 for the years ended December 31, 2001, 2000 and 1999, respectively.
Future minimum rental payments required as of December 31, 2001, under all
leases with initial or remaining terms of more than one year are as follows:

                                                                      Amount
                                                                  --------------
                                                                  (in thousands)
Year ending December 31,
         2002                                                        $ 21,146
         2003                                                          17,698
         2004                                                          15,740
         2005                                                          13,902
         2006                                                          12,430
         Thereafter                                                    22,213
                                                                     --------
                                                                     $103,129
                                                                     ========


                                       33

<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:

                                                    2001       2000       1999
                                                 -------------------------------
                                                          (in thousands)

Accounts receivable                               $    76    $    58    $    49
Security deposits                                     314        314        320
Sales                                                 211        120         76
Purchases                                             599        225        385
Rent expense                                       12,532     11,742     11,146
Interest income                                       329        300        467

      The noncurrent receivable from affiliates on the accompanying consolidated
balance sheets primarily represents advances to an affiliate to purchase real
estate to be used by the Company. Interest on the receivable from affiliates is
charged at a rate comparable to the interest rate the Company pays on its
Revolver.

      At December 31, 2001 and 2000, the Company had guaranteed debt of the
stockholder in the amounts of approximately $1,602,000 and $1,742,000,
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 $5,064,000 at December 31, 2001
and $3,664,000 at December 31, 2000 with respect to debt of the stockholder and
affiliates.

      An insurance captive, owned by the stockholder and his 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 stockholder and his spouse, net of reimbursements,
approximately $14,782,000, $12,832,000 and $11,762,000 in 2001, 2000 and 1999,
respectively, for claim liabilities, as determined by an independent actuarial
service. The Company has a $5,000,000 letter of credit outstanding at December
31, 2001 and 2000 with respect to its potential exposure under certain coverages
provided by the affiliated insurance captive.

7. Contingent Liabilities

      The Company is involved in various legal matters arising in the normal
course of business. In the opinion of management 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 $527,000
in 2001 and $408,000 in 2000. No discretionary contributions were made in 1999.


                                       34

<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, equipment loans and mortgage note payable
approximated fair value at December 31, 2001 and 2000. The value of the Senior
Subordinated Notes, based on quoted market prices, is as follows:

                                             December 31,
                                           2001         2000
                                        ----------------------
                                            (in thousands)

                  Par value              $63,650      $79,100
                  Fair value              63,968       62,489

      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,
and collateral is required in certain situations. Credit losses are provided for
in the consolidated financial statements and have consistently been within
management's expectations.

10. 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 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 December 1999, the Company
and VAP reached a final settlement whereby the Company paid $6,550,000. The
Company recorded a $7,030,000 non-recurring charge related to this settlement
including 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 exceeded both the revised 1999 purchase requirements of
$8,000,000 and the 2000 purchase requirements of $10,000,000.


11. Summarized Financial Information about Guarantor Subsidiaries

      The following tables present consolidating financial information for 2001,
2000 and 1999 for: (a) ABC and (b) on a combined basis, the guarantors of the
Senior Subordinated Notes, which include all of the wholly owned subsidiaries of
the Company (Subsidiary Guarantors). Separate financial statements of the
Subsidiary Guarantors are not presented because the guarantors are jointly,
severally and unconditionally liable under the guarantees, and the Company
believes separate financial statements and other disclosures regarding the
Subsidiary Guarantors are not material to investors.


                                       35

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Balance Sheet
December 31, 2001
(in thousands)

<TABLE>
<CAPTION>
                                                                Subsidiary
                                                    ABC         Guarantors     Eliminations   Consolidated
                                               -----------------------------------------------------------
<S>                                              <C>             <C>            <C>             <C>
Assets
Current assets:
     Cash                                        $   6,040       $     74       $      --       $  6,114
     Accounts receivable, less allowance
       for doubtful accounts                       166,746          8,337          (7,830)       167,253
     Inventories                                   158,067          2,183          (2,440)       157,810
     Intercompany advances                          (1,880)         1,880              --             --
     Prepaid expenses and other                      2,042            975              --          3,017
                                               -----------------------------------------------------------
          Total current assets                     331,015         13,449         (10,270)       334,194
Property and equipment, net                         65,318          1,647              --         66,965
Investment in subsidiaries                           4,186             --          (4,186)            --
Receivable from affiliates                           4,907             --              --          4,907
Goodwill, net of accumulated amortization           36,551             --              --         36,551
Other intangible assets, net of accumulated
  amortization                                       4,336            539              --          4,875
Security deposits                                      796             --              --            796
Other assets                                         1,310             35              --          1,345
                                               -----------------------------------------------------------
                                                 $ 448,419       $ 15,670       $ (14,456)      $449,633
                                               ===========================================================

Liabilities and stockholder's equity
Current liabilities:
     Accounts payable                            $ 100,908       $  6,568       $  (7,830)      $ 99,646
     Accrued payroll and benefits                   12,161            408              --         12,569
     Accrued liabilities                            14,014          1,068              --         15,082
     Current portion of long-term debt               9,245          1,000              --         10,245
                                               -----------------------------------------------------------
          Total current liabilities                136,328          9,044          (7,830)       137,542
Long-term debt                                     236,929             --              --        236,929
Commitments and contingent liabilities
Stockholder's equity:
     Common stock                                       --             --              --             --
     Additional paid-in capital                      3,779              1              (1)         3,779
     Retained earnings                              71,383          6,625          (6,625)        71,383
                                               -----------------------------------------------------------
          Total stockholder's equity                75,162          6,626          (6,626)        75,162
                                               -----------------------------------------------------------
                                                 $ 448,419       $ 15,670       $ (14,456)      $449,633
                                               ===========================================================
</TABLE>


                                       36

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Balance Sheet
December 31, 2000
(in thousands)

<TABLE>
<CAPTION>
                                                                Subsidiary
                                                     ABC        Guarantors    Eliminations    Consolidated
                                                ----------------------------------------------------------
<S>                                              <C>             <C>            <C>             <C>
Assets
Current assets:
     Cash                                        $   4,651       $    358       $      --       $  5,009
     Accounts receivable, less allowance
        for doubtful accounts                      142,516          7,060          (6,808)       142,768
     Inventories                                   152,588          1,331          (2,341)       151,578
     Intercompany advances                          (4,519)         4,519              --             --
     Prepaid expenses and other                      1,913            967              --          2,880
                                                ----------------------------------------------------------
          Total current assets                     297,149         14,235          (9,149)       302,235
Property and equipment, net                         65,718            382              --         66,100
Investment in subsidiaries                           4,782             --          (4,782)            --
Receivable from affiliates                           3,452             --              --          3,452
Goodwill, net of accumulated amortization           37,847             --              --         37,847
Other intangible assets, net of accumulated
  amortization                                       5,263             --              --          5,263
Security deposits                                      869             --              --            869
Other assets                                         1,472             32              --          1,504
                                                ----------------------------------------------------------
                                                 $ 416,552       $ 14,649       $ (13,931)      $417,270
                                                ==========================================================

Liabilities and stockholder's equity
Current liabilities:
     Accounts payable                            $  79,114       $  6,328       $  (6,808)      $ 78,634
     Accrued payroll and benefits                    9,801            219              --         10,020
     Accrued liabilities                            10,912            979              --         11,891
     Current portion of long-term debt               6,067             --              --          6,067
                                                ----------------------------------------------------------
          Total current liabilities                105,894          7,526          (6,808)       106,612
Long-term debt                                     271,480             --              --        271,480
Commitments and contingent liabilities
Stockholder's equity:
     Common stock                                       --             --              --             --
     Additional paid-in capital                      3,779              1              (1)         3,779
     Retained earnings                              35,399          7,122          (7,122)        35,399
                                                ----------------------------------------------------------
          Total stockholder's equity                39,178          7,123          (7,123)        39,178
                                                ----------------------------------------------------------
                                                 $ 416,552       $ 14,649       $ (13,931)      $417,270
                                                ==========================================================
</TABLE>


                                       37

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Statement of Earnings
for the Year Ended December 31, 2001
(in thousands)

<TABLE>
<CAPTION>
                                                                Subsidiary
                                                   ABC          Guarantors     Eliminations    Consolidated
                                              --------------------------------------------------------------
<S>                                            <C>               <C>            <C>             <C>
Net sales                                      $ 1,377,645       $ 61,603       $ (57,718)      $ 1,381,530
Cost of sales                                    1,043,850         50,961         (57,619)        1,037,192
                                              --------------------------------------------------------------
Gross profit                                       333,795         10,642             (99)          344,338

Operating expenses                                 273,805          6,842              --           280,647
Amortization of intangible assets                    1,601             10              --             1,611
                                              --------------------------------------------------------------
                                                   275,406          6,852              --           282,258
                                              --------------------------------------------------------------
Operating income                                    58,389          3,790             (99)           62,080
Other income (expense):
     Interest income                                   365             --              --               365
     Interest expense                              (19,344)            --              --           (19,344)
                                              --------------------------------------------------------------
                                                   (18,979)            --              --           (18,979)
                                              --------------------------------------------------------------
Income before provision for income taxes
   and equity in earnings of subsidiaries           39,410          3,790             (99)           43,101
Provision for income taxes                             856              9              --               865
                                              --------------------------------------------------------------
                                                    38,554          3,781             (99)           42,236
Equity in earnings of subsidiaries                   3,682             --          (3,682)               --
                                              --------------------------------------------------------------
Net income                                     $    42,236       $  3,781       $  (3,781)      $    42,236
                                              ==============================================================
</TABLE>


                                       38

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Statement of Earnings
for the Year Ended December 31, 2000
(in thousands)

<TABLE>
<CAPTION>
                                                                 Subsidiary
                                                     ABC         Guarantors     Eliminations    Consolidated
                                               ---------------------------------------------------------------
<S>                                             <C>               <C>            <C>             <C>
Net sales                                       $ 1,236,118       $ 55,874       $ (53,055)      $ 1,238,937
Cost of sales                                       942,862         46,452         (52,687)          936,627
                                               ---------------------------------------------------------------
Gross profit                                        293,256          9,422            (368)          302,310

Operating expenses                                  256,334          6,385              --           262,719
Amortization of intangible assets                     1,601             --              --             1,601
                                               ---------------------------------------------------------------
                                                    257,935          6,385              --           264,320
                                               ---------------------------------------------------------------
Operating income                                     35,321          3,037            (368)           37,990
Other income (expense):
     Interest income                                    340             --              --               340
     Interest expense                               (25,033)            --              --           (25,033)
                                               ---------------------------------------------------------------
                                                    (24,693)            --              --           (24,693)
                                               ---------------------------------------------------------------
Income before provision for income taxes,
   equity in earnings of subsidiaries, and
   extraordinary item                                10,628          3,037            (368)           13,297
Provision for income taxes                              268             12              --               280
                                               ---------------------------------------------------------------
                                                     10,360          3,025            (368)           13,017
Equity in earnings of subsidiaries                    2,657             --          (2,657)               --
                                               ---------------------------------------------------------------
Income before extraordinary item                     13,017          3,025          (3,025)           13,017
Extraordinary item                                    1,043             --              --             1,043
                                               ---------------------------------------------------------------
Net income                                      $    14,060       $  3,025       $  (3,025)      $    14,060
                                               ===============================================================
</TABLE>


                                       39

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Statement of Earnings
for the Year Ended December 31, 1999
(in thousands)

<TABLE>
<CAPTION>
                                                                Subsidiary
                                                   ABC          Guarantors     Eliminations    Consolidated
                                              --------------------------------------------------------------
<S>                                            <C>               <C>            <C>             <C>
Net sales                                      $ 1,194,903       $ 49,036       $ (46,430)      $ 1,197,509
Cost of sales                                      920,421         40,893         (46,343)          914,971
                                              --------------------------------------------------------------
Gross profit                                       274,482          8,143             (87)          282,538

Operating expenses                                 238,665          5,962              --           244,627
Amortization of intangible assets                    1,686             --              --             1,686
Non-recurring charge                                 7,030             --              --             7,030
                                              --------------------------------------------------------------
                                                   247,381          5,962              --           253,343
                                              --------------------------------------------------------------
Operating income                                    27,101          2,181             (87)           29,195
Other income (expense):
     Interest income                                   634             --            (134)              500
     Interest expense                              (22,913)          (134)            134           (22,913)
                                              --------------------------------------------------------------
                                                   (22,279)          (134)             --           (22,413)
                                              --------------------------------------------------------------
Income before provision for income taxes
   and equity in earnings of subsidiaries            4,822          2,047             (87)            6,782
Provision for income taxes                             158             13              --               171
                                              --------------------------------------------------------------
                                                     4,664          2,034             (87)            6,611
Equity in earnings of subsidiaries                   1,947             --          (1,947)               --
                                              --------------------------------------------------------------
Net income                                     $     6,611       $  2,034       $  (2,034)      $     6,611
                                              ==============================================================
</TABLE>


                                       40

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Statement of Cash Flows
Year Ended December 31, 2001
(in thousands)

<TABLE>
<CAPTION>
                                                                       Subsidiary
                                                             ABC       Guarantors    Eliminations   Consolidated
                                                        ---------------------------------------------------------
<S>                                                       <C>           <C>            <C>            <C>
Operating activities
Net income                                                $ 42,236      $ 3,781        $(3,781)       $ 42,236
Adjustments to reconcile net income to cash provided
  by operating activities:
    Depreciation                                            15,045          257             --          15,302
    Amortization                                             1,601           10             --           1,611
    Amortization of deferred financing costs                   623           --             --             623
    Provision for doubtful accounts                          8,116           --             --           8,116
    Loss on disposal of property and equipment                 302            6             --             308
    Changes in operating assets and liabilities:
        Accounts receivable                                (31,661)        (269)         1,021         (30,909)
        Inventories                                         (3,807)         230             99          (3,478)
        Prepaid expenses and other                            (129)          12             --            (117)
        Security deposits                                       73           --             --              73
        Other assets                                        (2,476)       2,635             --             159
        Accounts payable                                    21,795          238         (1,021)         21,012
        Accrued liabilities                                  5,462          184             --           5,646
                                                        ---------------------------------------------------------
            Cash provided by operating activities           57,180        7,084         (3,682)         60,582

Investing activities
Additions to property and equipment                        (15,449)        (308)            --         (15,757)
Proceeds from disposal of property and
   equipment                                                   835           20             --             855
Acquisitions of businesses                                  (2,692)      (2,802)            --          (5,494)
Investment in subsidiaries                                  (3,682)          --          3,682              --
                                                        ---------------------------------------------------------
            Cash used in investing activities              (20,988)      (3,090)         3,682         (20,396)

Financing activities
Net payments under line of credit                          (15,300)          --             --         (15,300)
Proceeds from long-term debt                                 1,388           --             --           1,388
Payments on long-term debt                                 (17,461)          --             --         (17,461)
Net change in receivable from affiliates                    (1,456)          --             --          (1,456)
Distributions to stockholder                                (1,974)      (4,278)            --          (6,252)
                                                        ---------------------------------------------------------
            Cash used in financing activities              (34,803)      (4,278)            --         (39,031)
                                                        ---------------------------------------------------------
Net increase (decrease) in cash                              1,389         (284)            --           1,105
            Cash at beginning of year                        4,651          358             --           5,009
                                                        ---------------------------------------------------------
            Cash at end of year                           $  6,040      $    74        $    --        $  6,114
                                                        =========================================================

Supplemental disclosures of cash flow
  information are as follows:
        Cash paid for interest                            $ 19,424      $    --        $    --        $ 19,424
        Cash paid for income taxes                             556            9             --             565
</TABLE>


                                       41

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Statement of Cash Flows
Year Ended December 31, 2000
(in thousands)

<TABLE>
<CAPTION>
                                                                      Subsidiary
                                                             ABC      Guarantors    Eliminations   Consolidated
                                                        -------------------------------------------------------
<S>                                                       <C>           <C>           <C>            <C>
Operating activities
Net income                                                $ 14,060      $ 3,025       $(3,025)       $ 14,060
Adjustments to reconcile net income to cash provided
  by operating activities:
    Depreciation                                            14,402          235            --          14,637
    Amortization                                             1,601           --            --           1,601
    Amortization of deferred financing costs                   360           --            --             360
    Provision for doubtful accounts                          7,323           --            --           7,323
    Loss on disposal of property and equipment               1,089           26            --           1,115
    Extraordinary item                                      (1,043)          --            --          (1,043)
    Changes in operating assets and liabilities:
        Accounts receivable                                 (4,983)          45           (71)         (5,009)
        Inventories                                        (15,500)         183           368         (14,949)
        Prepaid expenses and other                             547          264            --             811
        Security deposits                                     (129)          --            --            (129)
        Other assets                                         6,273       (4,454)       (1,547)            272
        Accounts payable                                    (6,307)       2,373            71          (3,863)
        Accrued liabilities                                   (647)         247            --            (400)
                                                        -------------------------------------------------------
            Cash provided by operating activities           17,046        1,944        (4,204)         14,786

Investing activities
Additions to property and equipment                        (15,752)        (143)           --         (15,895)
Proceeds from disposal of property and
  equipment                                                  1,698           35            --           1,733
Acquisitions of businesses                                  (2,495)          --            --          (2,495)
Investment in subsidiaries                                  (2,657)          --         2,657              --
                                                        -------------------------------------------------------
            Cash used in investing activities              (19,206)        (108)        2,657         (16,657)

Financing activities
Net borrowings (payments) under line of credit              14,578       (1,547)        1,547          14,578
Payments on long-term debt                                 (11,727)          --            --         (11,727)
Net change in receivable from affiliates                     1,868           --            --           1,868
Distributions to stockholder                                (2,556)          --            --          (2,556)
                                                        -------------------------------------------------------
            Cash provided by (used in) financing
              activities                                     2,163       (1,547)        1,547           2,163
                                                        -------------------------------------------------------
Net increase in cash                                             3          289            --             292
            Cash at beginning of year                        4,648           69            --           4,717
                                                        -------------------------------------------------------
            Cash at end of year                           $  4,651      $   358       $    --        $  5,009
                                                        =======================================================

Supplemental disclosures of cash flow
  information are as follows:
        Cash paid for interest                            $ 24,744      $    --       $    --        $ 24,744
        Cash paid for income taxes                             268           12            --             280
</TABLE>


                                       42

<PAGE>

                           [INTENTIONALLY LEFT BLANK]

                                       43

<PAGE>

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

11. Summarized Financial Information about Guarantor Subsidiaries (continued)

Consolidating Statement of Cash Flows
Year Ended December 31, 1999
(in thousands)

<TABLE>
<CAPTION>
                                                                      Subsidiary
                                                             ABC      Guarantors    Eliminations   Consolidated
                                                        -------------------------------------------------------
<S>                                                       <C>           <C>           <C>            <C>
Operating activities
Net income                                                $  6,611      $ 2,034       $(2,034)       $  6,611
Adjustments to reconcile net income to cash provided
  by operating activities:
    Depreciation                                            14,055          275            --          14,330
    Amortization                                             1,686           --            --           1,686
    Amortization of deferred financing costs                   670           --            --             670
    Provision for doubtful accounts                         10,637           11            --          10,648
    Loss on disposal of property and equipment                 247           35            --             282
    Changes in operating assets and liabilities:
        Accounts receivable                                 (5,256)      (3,230)        3,284          (5,202)
        Inventories                                         (4,347)         319            87          (3,941)
        Prepaid expenses and other                             816          114            --             930
        Security deposits                                      252           --            --             252
        Other assets                                          (928)          10           190            (728)
        Accounts payable                                       (17)         819        (3,284)         (2,482)
        Accrued liabilities                                    592         (377)           --             215
                                                        -------------------------------------------------------
            Cash provided by operating activities           25,018           10        (1,757)         23,271

Investing activities
Additions to property and equipment                        (13,862)        (332)           --         (14,194)
Proceeds from disposal of property and
   equipment                                                 1,282           35            --           1,317
Acquisitions of businesses                                  (1,042)          --            --          (1,042)
Investment in subsidiaries                                  (1,947)          --         1,947              --
                                                        -------------------------------------------------------
            Cash used in investing activities              (15,569)        (297)        1,947         (13,919)

Financing activities
Net borrowings (payments) under line of credit              (5,348)         190          (190)         (5,348)
Proceeds from long-term debt                                 5,000           --            --           5,000
Payments on long-term debt                                 (10,355)          --            --         (10,355)
Net change in receivable from affiliates                      (480)          --            --            (480)
Contributions from stockholder                               1,916           --            --           1,916
Deferred financing costs                                       (50)          --            --             (50)
                                                        -------------------------------------------------------
            Cash provided by (used in) financing
              activities                                    (9,317)         190          (190)         (9,317)
                                                        -------------------------------------------------------
Net increase (decrease) in cash                                132          (97)           --              35
            Cash at beginning of year                        4,516          166            --           4,682
                                                        -------------------------------------------------------
            Cash at end of year                           $  4,648      $    69       $    --        $  4,717
                                                        =======================================================

Supplemental disclosures of cash flow
  information are as follows:
        Cash paid for interest                            $ 22,691      $    --       $    --        $ 22,691
</TABLE>

                                       44

<PAGE>

<TABLE>
<S>                                                            <C>           <C>           <C>            <C>
        Cash paid for income taxes                             176           --            --             176
</TABLE>

                                       45

<PAGE>



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

12. Quarterly Results of Operations (Unaudited)

                                         Year ended December 31, 2001
                              --------------------------------------------------
                              1st Quarter  2nd Quarter  3rd Quarter  4th Quarter
                              --------------------------------------------------
Net sales                      $247,483      $370,828     $409,262    $353,957
Gross profit                     59,553        89,324      101,522      93,939
Net income (loss)                (6,562)       12,145       20,573      16,080

                                         Year ended December 31, 2000
                              --------------------------------------------------
                              1st Quarter  2nd Quarter  3rd Quarter  4th Quarter
                              --------------------------------------------------
Net sales                      $242,244      $336,719     $362,203    $297,771
Gross profit                     58,404        81,683       86,928      75,295
Income (loss) before
   extraordinary item            (7,935)        6,409       10,495       4,048
Net income (loss)                (7,935)        6,409       11,538       4,048


                                       46

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report 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 29, 2002.

                                        AMERICAN BUILDERS & CONTRACTORS
                                        SUPPLY CO., INC.


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


                                       47

<PAGE>

                                 EXHIBITS INDEX
                                 --------------

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)].

3.7   Certificate of Incorporation of VH Manufacturing Acquisition Co., Inc.,
      By-laws of VH Manufacturing Acquisition Co., Inc. and Certificate of
      Amendment of Certificate of Incorporation of Vande Hey Raleigh Roof Tile
      Manufacturing, Inc.

3.8   Certificate of Incorporation of VH Contractor Acquisition Co., Inc.,
      By-laws of VH Contractor Acquisition Co., Inc. Certificate of Amendment of
      Certificate of Incorporation of Vande Hey Roof Tile Installation, Inc.

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


                                       48

<PAGE>

      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)].

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. [Incorporated by reference to
      exhibit 10.16 to the Company's form 10-K for the period ending December
      31, 1999 (File No. 33-26991)]

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. [Incorporated by reference to
      exhibit 10.17 to the Company's form 10-K for the period ending December
      31, 1999 (File No. 33-26991)]

10.18 Consent Agreement, dated August 10, 2000, among the Company, the Lenders,
      and Bank of America, National Association [Incorporated by reference to
      exhibit 10.1 to the Company's Form 10-Q for the period ending September
      30, 2000 (File No. 33-26991)]


                                       49

<PAGE>

10.19 Consent Agreement, dated June 26, 2001, among the Company, the Lenders,
      and Bank of America, National Association [Incorporated by reference to
      exhibit 10.1 to the Company's Form 10-Q for the period ending June 30,
      2001 (File No. 33-26991)]


                                       50

<PAGE>

10.20 Third Amended and Restated Loan and Security Agreement among American
      Builders & Contractors Supply Co., Inc. as Borrower, Bank of America,
      National Association as Agent and a Lender, and American National Bank and
      Trust Company of Chicago, as Co-Agent and a Lender and the Other Lenders
      Party Hereto dated as of March 21, 2002.

21.1  Subsidiaries of the Company, Mule-Hide, Amcraft, Vande Hey Roof Tile
      Installation, Inc. and Vande Hey Raleigh Roof Tile Manufacturing, Inc.


                                       51

<PAGE>

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

                  Years Ended December 31, 2001, 2000 and 1999
                                 (in thousands)

<TABLE>
<CAPTION>
                                                Balance at    Additions
                                                Beginning    Charged to    Deductions    Balance at
Description                                      of Year       Expense         (1)       End of Year
-----------                                     ----------------------------------------------------
<S>                                               <C>          <C>           <C>           <C>
Accounts Receivable--Allowance for doubtful
   accounts:
      2001                                        $6,075       $ 8,116       $ 6,596       $7,595
      2000                                         6,975         7,323         8,223        6,075
      1999                                         7,164        10,648        10,837        6,975
</TABLE>

(1)   Consist of charge-offs, net of recoveries


                                       52