<PAGE>   1

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

                       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 April 2, 1999.

                                       or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from               to              .
                                          ---------------  --------------


                        Commission File Number 333-30699

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

                         RELIANT BUILDING PRODUCTS, INC.
             (Exact name of Registrant as specified in its charter)

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

         DELAWARE                                       75-1364873
(State or other jurisdiction of            (IRS Employer Identification Number)
incorporation or organization)

                           3010 LBJ FREEWAY, SUITE 400
                               DALLAS, TEXAS 75234
               (Address of executive offices, including zip code)
                                 (972) 919-1000
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) and (g) of the Act:  NONE

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

State the aggregate market value of the voting stock held by non-affiliates of
the registrant - NONE

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]

As of June 30, 1999, the registrant had 1,000 shares of Common Stock
outstanding.


<PAGE>   2



ITEM 1.  BUSINESS

GENERAL

Company Background and Products

         Reliant Building Products, Inc. (the "Company") is one of the nation's
largest manufacturers of aluminum and vinyl, or non-wood, framed windows. The
Company's products are marketed under well- recognized brand names, including
ALENCO, BUILDER'S VIEW, CARE-FREE, ALPINE and GAPCO, across major price points.
The Company has a national manufacturing presence through its acquisition of
Care-Free Window Group ("Care-Free") on January 28, 1998, and as a result a
national marketing and sales strategy has been implemented.

         The Company's origin in aluminum fenestration products, sold primarily
in the southern states, is a result of the moderate southern climate. The
preference for aluminum windows in this part of the U.S. is attributable to
aluminum's lower cost, greater durability, ease of installation and lower
maintenance requirements. Vinyl windows, however, offer the same attributes as
aluminum with the added benefit of thermal efficiency. Recognizing this
product's increased market potential, the Company has emphasized its vinyl
product offering. The acquisition of Care-Free establishes a major national
presence in the vinyl window business to complement the Company's historical
strength in the aluminum window markets. This complementary product offering
allows the Company to take advantage of shifts in product preferences. In
addition, its national customer base is efficiently serviced as significant
regional product preferences still exist between aluminum and vinyl.

         The Company supplements its window business through the manufacture of
related products such as custom aluminum extrusion and window components for the
Company's internal needs as well as for sale to third parties. The Company
believes that its vertically integrated operations provide it with an enhanced
ability to serve its customers, significant manufacturing flexibility, a
reliable supply of low-cost components, including approximately one-third of its
aluminum billet requirements through a scrap recasting facility, and a reduction
in working capital requirements.

         The Company manufactures and distributes a broad line of aluminum and
vinyl window products at eight window manufacturing facilities strategically
located throughout the U.S. within two geographic regions, North, and South (See
note 16 to Company's consolidated financial statements for more information
regarding its operating segments). Both aluminum and vinyl window products are
manufactured with product offerings including single hung, double hung, sliders
and casements. Door products include hinge doors, storm doors and patio doors.
All of these products are marketed primarily for use in new construction,
manufactured housing, repair and remodeling and national home center chains.

Sales, Marketing and Distribution

         The Company sells its products primarily in the continental United
States. Its windows are distributed nationally through wholesalers and dealers,
direct sales to large national home builders (including manufactured housing),
independent contractors, national home centers and lumber yards. The Company
supplements its distribution through company operated facilities located in
Louisiana, Arizona, California, Washington and Texas.



<PAGE>   3



         Distribution of the Company's products is focused in well-defined
channels of low-to-medium price new construction, remodeling and replacement,
national home center chains and manufactured housing. The Company believes it
has established relationships with many of the strongest customers in its
markets. These relationships are the result of its broad product offerings
across major price points, well recognized brand names, reputation for high
quality products and commitment to providing the highest levels of service in
the industry characterized by on-time and complete delivery. These factors have
resulted in a loyal customer base characterized by low turnover. As a result of
the Company's national scope and diversified customer base, only one customer
accounts for more than 10% of the Company's net sales during fiscal 1999.

         With the acquisition of Care-Free, the Company began marketing its
products through a national marketing and sales organization. There are
approximately 56 salaried and commissioned sales representatives and
approximately 12 independent sales representatives who provide customers with
ongoing technical, marketing and sales support. These sales representatives have
an average of approximately 10 years of experience with the Company and
generally have long-standing relationships with customers, which the Company
believes contribute to customer loyalty. These sales representatives are
primarily market segment focused and report to four market segment vice
presidents who report to the Senior Vice President of Sales and Marketing.

INDUSTRY OVERVIEW

The United States window industry consists of two markets, residential and
commercial. The residential window market consists of new construction,
manufactured housing, and repair and remodel marketing channels. Residential new
construction product sales represented approximately 64% of the Company's
current fiscal year's net sales. Sales to the manufactured housing OEM market
account for 13%, with sales to the repair and remodeling market accounting for
14%. Non-core sales, such as specialty glass and aluminum extrusions were 9% of
the Company's sales. The new construction market channel is served primarily
through large lumberyards, national and regional new construction distribution,
and through Company owned distribution. The OEM manufactured housing market is
served primarily through large distribution customer who focuses specifically on
this market channel. The repair and remodeling market channel is served through
large and small specialty distributors and dealers, as well as national account
home centers.

The residential window market can also be segmented by type of frame material:
aluminum, vinyl and wood. The market share of aluminum, vinyl and wood windows
in the residential market varies by geographical region. A homebuilder's or
homeowner's choice of frame material is often based upon such considerations as
cost, thermal efficiency, maintenance, aesthetic preferences and regional norms.
Aluminum is the least expensive window alternative, and is favored by
homebuilders who seek a value alternative where temperate climates permit the
use of this low cost alternative. Where thermal efficiency is desired and
especially in the replacement and remodeling of weathered and warped wood
products, vinyl windows offer an attractive cost efficient alternative. Vinyl
windows have long overcome early objections such as weather and discoloration.
As a result, vinyl windows are by far the fastest growing frame material in the
fenestration industry.

         The Company exclusively competes in the aluminum and vinyl, or
non-wood, submarket of the United States residential window market (the
"Non-Wood Segment"). The Non-Wood Segment is highly fragmented and historically
has consisted of a large number of relatively small, independent businesses
serving discrete local markets and a small number of multi-regional operators.
Relative to smaller competitors, larger multi-regional operations such as the
Company benefit from several competitive advantages, including economies of
scale in purchasing, manufacturing and distribution, the ability to attract and
retain strong distributors and the ability to service major builders on a
national basis. In addition, the Company has leveraged its multi-regional
operation to capture regional and national home center chains, including one of
the fastest growing home center retailers.



<PAGE>   4



COMPETITION

         The non-wood new construction and repair and remodel markets are highly
fragmented and regionalized. Typical competitors are privately owned, regional
companies with sales under $100 million. No one company holds a dominant
position on a national basis. The Company's competitors include Atrium, American
Architectural Products and Metal Industries. Additionally, there are many
regional and local competitors in both types of window frame materials.
Competition is generally regional and is based on customer service, price,
product quality, brand name recognition, and breadth of product line. Other
competitors may be less highly leveraged with greater capital resources and be
in a stronger position to withstand down-turn in the market.

EMPLOYEES

         As of June 5, 1999, the Company employed approximately 3,200 full-time
employees, of which approximately 119 were represented by a union at the
Company's Bryan, Texas facilities and 108 were represented by a union at the
South Hackensack, New Jersey facility. The contracts covering the Company's
unionized employees at the Bryan, Texas and South Hackensack, New Jersey
facilities expire in December, 2001 and February 2000 respectively. The Company
also hires approximately 500 seasonal employees during the peak season, which
lasts from April to October. The Company believes its relationship with its
employees is good.

INFLATION AND RAW MATERIALS

         The rate of inflation over recent years has been relatively low and has
not had a significant effect on the Company's results. The Company purchases
aluminum, vinyl, glass and other raw materials from various suppliers. While all
such materials are available from numerous independent suppliers, commodity raw
materials are subject to fluctuations in price that may not reflect the rate of
general inflation. These materials fluctuate in price based on supply and
demand. There have been historical periods of rapid and significant movements in
the price of aluminum, both upward and downward. The Company has historically
mitigated the effects of these fluctuations by passing through price increases
to its customers after a period of 60 to 90 days.

SEASONALITY AND CYCLICALITY

         The Company's business is seasonal. The warmer months generally allow
for a higher level of building, generating a higher level of sales for the
Company. Consequently, the second and third quarters of the calendar year have
traditionally represented the highest level of sales during the year. Demand for
the Company's products is influenced by the level of new home construction
activity and the demand for replacement products. Trends in the housing sector
of the economy may directly affect the financial performance of the Company.
Accordingly, the overall strength of the United States economy, interest rates,
rate of job formation, consumer confidence and availability of consumer credit,
as well as demographic factors such as the rate of household formation and
population shifts have a direct bearing on the Company.


BACKLOG AND MATERIAL CUSTOMERS

         The Company has no material long-term contracts. Orders are generally
filled within five to ten days of order receipt. The Company's backlog is
subject to fluctuation due to various factors, including the size and timing of
orders for the Company's products. For fiscal 1999, one customer accounted for
approximately 10% of the Company's sales; no other customer was greater than
10%.



<PAGE>   5



GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS

         The Company is subject to extensive and changing environmental laws and
regulations pertaining to the discharge of certain materials into the
environment, the handling and disposal of wastes (including solid and hazardous
wastes) or otherwise relating to health, safety and protection of the
environment. As such, the nature of the Company's operations and previous
operations by others at real property currently or formerly owned or operated by
the Company expose the Company to the risk of claims under environmental, health
and safety laws and regulations. Based on its experience to date, the Company
does not expect such claims, or the costs of compliance with environmental,
health and safety laws and regulations, to have a material impact on its capital
expenditures, earnings or competitive position. The Company believes it is in
compliance in all material respect with such environmental laws and regulations.
Capital expenditures for environmental matters were not material for fiscal 1999
and are not expected to be material for fiscal year 2000.

         The Company is associated with two Superfund sites that are being
investigated or undergoing remediation pursuant to CERCLA. The Company is a
Potentially Responsible Party ("PRP") at the Chemical Recycling, Inc. or "CRI"
Superfund site in Wylie, Texas. The Company is a very small contributor at the
CRI site, being assigned less than 1.275% of the damages based on its waste
volume at the site. The site was a solvent reclamation facility, and the Company
sent paint sludges and waste xylene to the site for recycling. The site has soil
and groundwater contamination, with the contaminants of concern being solvents
such as vinyl chloride, acetone, dichloroethene, toluene, and xylene. Some areas
of soil have metal contamination. Major removal actions have occurred; however,
the final remediation action plan has not been prepared. According to the
studies performed by the site's steering committee, affected groundwater has not
migrated off-site. According to the EPA general counsel in charge of the site,
the site is low priority compared to other sites in the region. There are 115
PRPs at this site with approximately 85 that are members of the site's steering
committee. Two main PRPs, Glidden and Sherwin Williams, account for 50% of all
liability. The Company's costs to date associated with this site have been less
than $50,000. The second site is the SAAD Trousdale Road landfill in Nashville,
Tennessee. There is no documentation linking the Company to the site, and costs
paid to the generator group to date have been $55,000. Because of the lack of
documentation linking the Company to the site and the absence of activity since
1996, it is not expected that the costs will increase materially in the future.


INTELLECTUAL PROPERTY

         The Company holds no licenses, patents or copyrights. However, ALENCO,
KLIMA-TITE, WINDOWMAN and CARE-FREE are registered trademarks of the Company,
and GAPCO, ALENCO, LIVING WINDOWS, ALPINE WINDOWS, ULTRA, and BUILDERS VIEW are
trade names used in and associated with the Company's business.



<PAGE>   6



ITEM 2.  PROPERTIES

         The Company's operations are principally conducted at eleven owned or
leased facilities. The Company believes that its plants and equipment are modern
and well-maintained and provide adequate production capacity to meet the
expected demand for its products.

         Listed below are the principal manufacturing facilities operated by the
Company:

<TABLE>
<CAPTION>
Location                            Principal Product                  Owned/Leased
--------                            -----------------                  ------------
<S>                                 <C>                                <C>
Bryan, Texas                        Residential Windows                Owned/Leased(a)
Bryan, Texas                        Commercial Windows(b)              Owned
Dallas, Texas                       Processed Glass(b)                 Leased
Fresno, California                  Residential Windows                Leased
Gallatin, Tennessee                 Residential Windows                Owned
Asheville, North Carolina           Residential Windows                Owned
Peachtree City, Georgia             Residential Windows                Owned
Peachtree City, Georgia             Window Components                  Owned
South Hackensack, New Jersey        Residential Windows                Leased
Charlotte, Michigan                 Residential Windows                Owned
Bothell, Washington                 Residential Windows                Leased
</TABLE>



(a)  A portion of the facility is owned and a portion of the facility is leased.

(b)  The Company has signed letters of intent for the sale of the commercial
     windows and processed glass businesses. The Bryan, Texas facility is to be
     utilized for production capacity increase at the residential window
     operation. The lease for the processed glass facility will be assumed by
     the purchaser.

     In addition, the Company leases space in New Orleans, Louisiana, Ontario,
California and Phoenix, Arizona for use as distribution facilities and maintains
its corporate headquarters in a leased facility in Dallas, Texas.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is involved from time to time in litigation arising in the
ordinary course of its business, none of which is expected to have a material
adverse effect on the Company.

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

     Not applicable.



<PAGE>   7




                                     PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no established public trading market for the Company's outstanding
equity securities.

ITEM 6.  SELECTED FINANCIAL DATA

     The following selected consolidated financial and operating data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and the Consolidated Financial Statements
and Supplementary Data contained herein. The statement of operations and balance
sheet data for the year ended April 2, 1999, forty-seven weeks ended April 3,
1998, six weeks ended May 9, 1997 and the three fiscal years ended March 28,
1997, are derived from the audited financial statements of the Company.

<TABLE>
<CAPTION>
                                                       FISCAL YEAR ENDED(b) OR PERIOD ENDED
                                    ---------------------------------------------------------------------
                                                  PREDECESSOR(a)                        SUCESSOR(a)
                                    --------------------------------------------  -----------------------
                                                                      SIX WEEKS   FORTY-SEVEN
                                    MARCH 31,  MARCH 29,  MARCH 28,     ENDED      WEEKS ENDED   APRIL 2,
                                      1995       1996       1997     MAY 9, 1997  APRIL 3, 1998    1999
                                    ---------  ---------  ---------  -----------  -------------  --------
<S>                                 <C>        <C>        <C>        <C>          <C>            <C>
STATEMENT OF OPERATIONS DATA:
Net sales                           $ 137,184  $ 173,271  $ 174,401  $    20,095  $     174,769  $281,737
Cost of products sold                 106,760    133,337    131,474       14,852        134,783   216,276
                                    ---------  ---------  ---------  -----------  -------------  --------
   Gross profit                        30,424     39,934     42,927        5,243         39,986    65,461
Selling, general and
 administrative(e)                     23,620     31,498     32,724        3,765         35,308    60,487
Restructuring charges                      --         --         --           --          1,044      (446)
                                    ---------  ---------  ---------  -----------  -------------  --------

Income from operations                  6,804      8,436     10,203        1,478          3,634     5,420
Interest expense, net                   4,843      6,125      5,381          587          9,164    18,495
Other expenses                            359        753        577        3,350             --     3,170
Income tax expense
 (benefit)                                833        753      1,892         (846)        (1,167)   (2,947)
Extraordinary loss(c)                     552         --         --          715            411        --
                                    ---------  ---------  ---------  -----------  -------------  --------
Net income (loss)                   $     217  $     805  $   2,353  $    (2,328) $      (4,774) $(13,298)
                                    =========  =========  =========  ===========  =============  ========

BALANCE SHEET DATE (AT
  PERIOD END):
Working capital                        17,980     14,340     17,301       21,456         27,361    18,979
Total assets                           70,666     76,769     73,077       79,540        259,444   243,655
Long-term obligations                  41,282     44,933     43,327       45,558        185,367   189,410
Redeemable preferred stock              4,720      5,312      6,119        6,187             --        --
Shareholder's equity                    1,740      1,953      3,913        4,698         30,011    15,178

OTHER FINANCIAL DATA:
Net cash provided by
 operating activities                     949      8,348      4,400        2,448          4,544     4,447
Net cash used in investing
 activities                            (4,515)    (9,285)    (3,234)        (155)      (125,646)   (7,649)
Net cash provided by (used in)
 investing activities                   3,445      1,006     (1,117)       1,983        117,381     3,316
EBITDA(d)                              11,055     12,681     15,069        2,013         12,136    19,551
Depreciation and amortization           4,251      4,245      4,866          535          8,502    14,131
Capital expenditures                    4,628      5,631      3,516          198          3,624     7,744
Cash interest expense                   3,098      5,767      5,243          480          8,890    17,600
</TABLE>


<PAGE>   8



                        NOTES TO SELECTED FINANCIAL DATA

(a)      The acquisition of Holdings by Reliant Partners, and "push-down" of the
         basis of accounting on May 9, 1997 (the "Transaction"), affects the
         comparability of information in the selected financial data. Amounts
         for the periods subsequent to May 9, 1997 (Successor periods) are
         presented on the new basis of accounting established as of such date;
         the six-week period ended May 9, 1997, and the fiscal years ended March
         28, 1997, March 29, 1996, and March 31, 1995 represent the Predecessor
         basis of accounting.

(b)      Fiscal year 1998 was a 53-week period, however, as a result of the
         Transaction, is presented in two periods. All other fiscal years were
         52 weeks.

(c)      The Company recorded extraordinary losses of $552,000 which is net of a
         tax benefit of $297,000, $715,000 which is net of tax benefit of
         $369,000 and $411,000 which is net of tax benefit of $212,000, related
         to the write-off of debt issuance costs and an original issue discount
         in connection with its September 1994 debt refinancing, the Transaction
         and the January 1998 Senior Credit Facility, respectively.

(d)      The Company defines EBITDA as income from operations before
         depreciation and amortization. The Company includes information
         concerning EBITDA because it is used by certain investors as a measure
         of the Company's ability to service debt. EBITDA should not be
         considered in isolation or as a substitute for net income or cash flows
         from operating activities presented in accordance with generally
         accepted accounting principles or as a measure of a company's
         profitability or liquidity. In addition, EBITDA measures presented may
         not be comparable to other similarly titled measures of other
         companies.

(e)      Includes $3.5 million and $1.3 million in fees and reimbursement of
         out-of-pocket expenses for consulting attributable to operating
         improvement initiatives for the year ended April 2, 1999 and for the 47
         weeks ended April 3, 1998, respectively. See ITEM 13. CERTAIN RELATIONS
         AND RELATED TRANSACTIONS - Agreements with George Group.

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

FISCAL YEAR ENDED APRIL 2, 1999 COMPARED TO FIFTY-THREE WEEK PERIOD ENDED APRIL
3, 1998

         For purpose of comparison of the fiscal year ended April 2, 1999 (the
"1999 Period") to the fifty-three week period ended April 3, 1998 (the "1998
Period"), the financial statements for the six weeks ended May 9, 1997
(Predecessor) and the 47 weeks ended April 3, 1998 (Successor period) have been
combined. Significant fluctuations resulting from the application of the
push-down of purchase accounting have been separately identified.

         NET SALES. Net sales increased $86.8 million, or 44.6%, from $194.9
million in the 1998 Period to $281.7 million in the 1999 Period. This increase
was primarily attributable to the Care-Free acquisition (the "Acquisition")
which increased net sales by $95.1 million. Excluding net sales of Care-Free and
the Living Windows and Fenesco facilities which have been closed
("non-comparable operating units"), net sales were comparable. Aluminum window
sales reflected an increase of $4.4 million, or 3.9%, from $115.1 million in the
1998 Period to $119.5 million in the 1999 Period, primarily due to an increase
in new construction and national account sales. Vinyl window sales increased
$94.0 million, or 183.1%, from $51.3 million in the 1998 Period to $145.3
million in the 1999 Period. This increase in vinyl window sales was a result of
the Acquisition.

         COST OF PRODUCTS SOLD. Cost of products sold increased $66.7 million
from $149.6 million in the 1998 Period to $216.3 million in the 1999 Period.
Expressed as a percentage of net sales,


<PAGE>   9


cost of products was unchanged at 76.8% in both the 1999 Period and 1998 Period.
Impacting cost of products sold were continuous flow manufacturing improvement
initiatives at all of the operating units that resulted in improved productivity
and purchasing synergies which have provided lower raw material costs.
Offsetting these savings are increased depreciation expense due to capital
expenditures for manufacturing automation projects and the write-off of
materials used in the manufacture of non-key products resulting from the
Company's continuing efforts to improve manufacturing productivity through
product rationalization.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $21.4 million from $39.1 million in the 1998
Period to $60.5 million in the 1999 Period primarily as a result of the
Acquisition. Expressed as a percentage of net sales, selling, general and
administrative expenses increased from 20.1% in the 1998 Period to 21.5% in the
1999 Period. This increase was primarily due to a $2.2 million increase in
consulting fees for the operating improvement initiatives and $3.7 million for a
new national marketing and sales organization. Also contributing to the increase
in selling, general and administrative expense, as a percentage of sales, is a
full year of goodwill amortization related to the purchase of Care-Free. These
increases were partially offset by the elimination of fixed expenses associated
with operating units closed in the third quarter of the 1998 Period.

         RESTRUCTURING CHARGES. In the 1999 Period, the Company reversed
$446,000 in the restructuring charge provided in the 1998 Period as a result of
actual amounts paid differing from the original estimate, including the Company
subleasing a facility earlier than originally anticipated.

         OTHER EXPENSES, NET. Other expenses consists primarily of a loss of
$3.2 million on the expected sale of certain assets, primarily machinery,
equipment and inventory, used in the manufacture and distribution of non-core
products such as commercial windows and specialty glass. The expected date of
closing on these sales is July 1999. For the 1999 Period and the 1998 Period
these assets generated approximately $19.9 million and $17.8 million in net
sales and ($63,000) and $603,000 in income (loss) before taxes, respectively.

         INTEREST EXPENSE, NET. Net interest expense increased $8.7 million from
$9.8 million for the 1998 Period to $18.5 million for the 1999 Period. This
increase was primarily due to a higher debt level in the 1999 Period as a result
of the Acquisition.

         INCOME TAX EXPENSE. The Company's effective income tax rate (state and
Federal combined) was 18.1% for the 1999 Period, 21.1% for the 47-week period
ended April 3, 1998, and 34.0% tax benefit for the six-week period ended May 9,
1997. The decrease in the effective income tax benefit rate for the 1999 Period
reflects an increase in nondeductible expenses (primarily amortization of
goodwill) as a percentage of pre-tax loss.



<PAGE>   10


FIFTY-THREE WEEK PERIOD ENDED APRIL 3, 1998 COMPARED TO FISCAL YEAR ENDED MARCH
28, 1997

         For purpose of comparison of the fifty-three week period ended April 3,
1998 (the "1998 Period") to the fiscal year ended March 28, 1997, the financial
statements for the six weeks ended May 9, 1997 (Predecessor) and the 47 weeks
ended April 3, 1998 (Successor period) have been combined. Significant
fluctuations resulting from the application of the push-down of purchase
accounting have been separately identified.

         NET SALES. Net sales increased $20.5 million, or 11.7%, from $174.4
million in fiscal year 1997 to $194.9 million in the 1998 Period. This increase
was primarily attributable to the Acquisition which increased net sales by $19.3
million. Aluminum window sales reflected a decrease of $3.9 million, or 3.1%,
from $126.1 million in fiscal year 1997 to $122.2 million in the 1998 Period,
primarily the result of customers converting to vinyl windows at the Company's
Bryan, Texas and Fresno, California facilities and the closure of the Houston,
Texas facility. Vinyl window sales increased $22.3 million, or 76.9%, from $29.0
million in fiscal year 1997 to $51.3 million in the 1998 Period. This increase
in vinyl window sales was primarily the result of the Acquisition. The Company's
other facilities increased vinyl sales by $2.7 million, or 9.4% in the 1998
Period due to improved market penetration in the Company's existing markets,
including North Carolina, Georgia, and Tennessee, expansion in new geographic
markets and aluminum customers converting to vinyl windows.

         COST OF PRODUCTS SOLD. Cost of products sold increased $18.1 million
from $131.5 million in fiscal year 1997 to $149.6 million in the 1998 Period.
Expressed as a percentage of net sales, cost of products sold increased from
75.4% in fiscal year 1997 to 76.8% in the 1998 Period. This increase was
primarily due to $2.7 million (1.4% of net sales) resulting from the flow
through in the statement of operations of inventory step-up and fixed asset
write-up related to the acquisition of the Company and the purchase of
Care-Free, $1.0 million (0.5% of net sales) in wage and related benefit
increases partially offset by $0.6 million (0.3% of net sales) in efficiency
improvements. The Acquisition increased cost of product sold by $15.1 million
which had a nominal negative impact on Company margins.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $6.4 million from $32.7 million in fiscal year
1997 to $39.1 million in the 1998 Period. Expressed as a percentage of net
sales, selling, general and administrative expenses increased from 18.8% in
fiscal year 1997 to 20.1% in the 1998 Period. This increase was primarily due to
$2.8 million related to the addition of Care-Free plants, $1.3 million in
consulting fees attributable to operating improvement initiatives, $1.0 million
in additional amortization of intangibles resulting primarily from the increase
of goodwill related to the acquisition of the Company and the purchase of
Care-Free, and $0.5 million of costs associated with the integration of
Care-Free's operations and personnel into the Company.

         RESTRUCTURING CHARGES. Reserves for the closing and consolidation of
certain facilities were established in the 47-weeks ended April 3, 1998.

         INTEREST EXPENSE. Net interest expense increased $4.3 million from $5.4
million for fiscal year 1997 to $9.7 million for the 1998 Period. This increase
was due to a higher debt level in the 1998 Period as a result of the acquisition
of the Company and the purchase of Care-Free.

         INCOME TAX EXPENSE. The Company's effective income tax rate (state and
federal combined) was 44.6% for fiscal year 1997 compared to a 34.0% tax benefit
for the six-week period ended May 9, 1997 and a 21.1% tax benefit for the
47-week period ended April 3, 1998. The decrease in the effective income tax
benefit rate for the 47-week period reflects an increase in nondeductible
expenses (primarily amortization of goodwill) as a percentage of pre-tax loss.


<PAGE>   11


LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided from operating activities was $4.4 million for the
1999 Period compared to $7.0 million for the 1998 Period. The decrease in cash
provided from operating activities is the result of comparatively lower results
of operations partially offset by improvements in the management of working
capital.

         Capital expenditures for the 1999 Period were $7.7 million compared to
$3.8 million in the 1998 Period. The Company's 1999 capital expenditures relate
to manufacturing automation, vinyl manufacturing equipment, computer systems and
capital maintenance projects. In particular, the Company invested capital to
achieve a rationalization in its product offering that will yield future
operating leverage. In fiscal year 2000, the Company anticipates that
maintenance capital expenditures will total approximately $2.6 million and
expenditures for cost reductions and productivity improvement initiatives will
likely total $6.9 million, including, manufacturing automation and computer
systems.

         Cash flows provided by financing activities in the 1999 Period were
$3.3 million compared to $119.4 million in the 1998 Period. The 1999 Period
financing activities were used primarily to fund capital expenditures. Interest
and principal payments on the Company's 10-7/8 Senior Subordinated Notes due May
1, 2004 (the "Notes") and the credit agreement dated as of January 28, 1998 (the
"Senior Credit Facility") represent significant obligations of the Company. The
Notes require semi-annual interest payments in May and November. The Senior
Credit Facility requires quarterly interest payments in April, July, October,
and January. In fiscal year 2000, amounts outstanding under the Senior Credit
Facility will require principal payments of approximately $854,000 in each of
the first three quarters and $2.2 million in the fourth quarter. In addition to
its debt service obligations, the Company's remaining liquidity demands relate
to capital expenditures and working capital needs. The Company's working capital
needs are seasonal, and historically have peaked during the second and third
fiscal quarters.

         The Company's primary sources of liquidity are cash flows from
operations and borrowings under the Senior Credit Facility. On March 31, 1999
the Company obtained a waiver for its breach of covenant requirements under the
Senior Credit Facility that is effective until the end of the first quarter of
fiscal year 2000 and renegotiated the financial covenant requirements beginning
July 2, 1999 through the remaining term of the Senior Credit Facility agreement.
The amount available as of June 8, 1999, under the revolving line of credit (the
"Revolver") is approximately $6.1 million. As of June 8, 1999, $26.6 million was
borrowed and $2.3 million in letters of credit were outstanding under the
Revolver. Interest on the borrowings under the Revolver, which is currently
payable at 8.0%, is at 3.00% over the Eurodollar rate. The Revolver agreement
expires on December 31, 2003. At the end of the fourth quarter of the 1999
Period, the Company entered into a contract with a large national home center
chain for the exclusive sale and distribution of its products. While the
Company's consolidated net sales are expected to increase as a result, it will
also incur certain startup costs which will increase its working capital
requirements during the first half of fiscal 2000. The Company believes that,
based on current and anticipated financial performance, cash flow from
operations and borrowings under the Senior Credit Facility will be adequate to
meet anticipated requirements for capital expenditures, working capital and
scheduled principal and interest payments on the Notes and amounts outstanding
under the Senior Credit Facility. However, capital expenditure requirements may
change, particularly if the Company should complete any acquisitions. The
ability of the Company to satisfy its capital requirements will be dependent
upon the future financial performance of the Company, which in turn is subject
to general economic conditions and to financial, business and other factors,
including factors beyond the Company's control.



<PAGE>   12



NEW ACCOUNTING PRONOUNCEMENTS

         In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of
Start-up Activities, which is effective for financial statements issued for
periods beginning after December 15, 1998. SOP 98-5 requires costs of start-up
activities and organization costs to be expensed as incurred. The Company
believes SOP 98-5 will not have a material impact on its financial statements or
accounting policies. The Company will adopt the provisions of SOP 98-5 in the
first quarter of fiscal year 2000.

         The Company is also assessing the reporting and disclosure requirements
of Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement establishes
accounting and reporting standards for derivative instruments and hedging
activities. This statement requires that all derivatives be recognized as either
assets or liabilities on the balance sheet and measured at fair value. The
accounting for changes in fair value of a derivative (that is, gains and losses)
depends upon the intended use of the derivative and resulting designation. The
statement amends and supercedes a number of existing Statements of Financial
Accounting Standards, and nullifies or modifies a number of the consensus
reached by the Emerging Issues Task Force. This statement is effective for
financial statements for fiscal years beginning after June 15, 2000. The Company
has not yet determined the impact of adopting SFAS No. 133. The Company
currently intends to adopt the provisions of SFAS No. 133 in the first quarter
of fiscal year 2002.

YEAR 2000 COMPLIANCE

         Many existing computer software and hardware programs were written
using two digits rather than four to refer to the year. These computer programs
will not properly interpret the year 2000. The Company has established an
enterprise-wide program (Year 2000 Plan) to prepare its computer systems and
applications for the year 2000 and is utilizing both internal and external
resources to identify, correct and test the systems for year 2000 compatibility.

         The Year 2000 Plan is divided into the following three major
components: (1) Information Systems; (2) Embedded Controls; and (3) Lifeline
Systems. Information Systems includes all hardware, computer software and
electronic data interchange. Embedded Controls includes all production equipment
and facility systems. Lifeline Systems includes utilities, services and business
relationships, including vendors and suppliers. The Year 2000 Plan is being
implemented with respect to each of these components in the following six
general phases: (1) inventory the components discussed above; (2) assess the
impact of items determined not to be Year 2000 compatible; (3) assign priorities
to identified items; (4) remediate or replace mission critical items that are
determined not to be Year 2000 compatible; (5) test mission critical items; and
(6) design and implement contingency and business continuation plans for each of
the Company's locations. The Company has substantially completed phases 1
through 4 for each of the three major components and is currently performing
phases 5 and 6. The Company anticipates completion of the testing phase in
August 1999 and completion of the continuation plans by the end of September
1999.

         To date, the Company has incurred approximately $435,000 in Year 2000
related expense. It is estimated that an additional $65,000 will be incurred in
calendar year 1999 to complete the Year 2000 Plan. Expenses incurred to complete
remediation of the Year 2000 Plan are not expected to have a material impact on
the Company's results of operations or financial position. However, this
assessment is dependent on the ability of third-party suppliers and others whose
systems failures potentially could have an impact on the Company's operations to
be year 2000 compliant. The Company expects to reduce its level of uncertainty
and the adverse effect that any such failures may have through continued
assessment and development of contingency plans throughout calendar 1999
depending on circumstances encountered during the year.



<PAGE>   13



FORWARD-LOOKING STATEMENTS

         This Form 10-K contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All of these
forward-looking statements are based on estimates and assumptions made by
management of the Company which, although believed to be reasonable, are
inherently uncertain. Therefore, undue reliance should not be placed upon such
estimates and statements. No assurance can be given that any of such estimates
or statements will be realized and actual results may differ materially from
those contemplated by such forward-looking statements. Factors that may cause
such differences include: (i) increased competition; (ii) increased costs; (iii)
loss or retirement of key members of management; (iv) changes in general
economic conditions in the markets in which the Company may from time to time
compete; and (v) changes in the number of housing starts in these markets. Many
of such factors will be beyond the control of the Company and its management.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is primarily exposed to market risk on its variable rate
debt instruments through fluctuations in interest rates. The Company strategy
for mitigating this risk consists of interest rate swap agreements, which
effectively limit the variability of interest costs by establishing a maximum
and minimum rate on $55.0 million of its Senior Credit Facility. At April 2,
1999, market interest rates were below the Company's minimum rates on the
interest rate swap agreements. The effect of a one percent change in market
rates of interest would increase annual interest expense approximately $1.0
million or decrease interest expense $0.6 million, based on balances outstanding
at April 2, 1999. Additional information relating to this agreement is provided
in notes to the consolidated financial statements of the Company. The Company
does not enter into market risk sensitive instruments for trading purposes.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements are listed in the accompanying Index to
Financial Statements on page F-1 of this report.

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

         Not applicable.


<PAGE>   14



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table provides information concerning the directors and
executive officers of the Company:

<TABLE>
<CAPTION>
Name                                Age              Position
----                                ---              --------
<S>                                 <C>              <C>
Fred S. Grunewald                   48               Chairman, President, Chief Executive Officer,
                                                     Director

Virgil D. Lowe                      56               Chief Financial Officer, Senior Vice President,
                                                     Director

Linda Smith                         52               Chief Information Officer, Senior Vice
                                                     President

Thomas M. Seymour                   51               Senior Vice President

Bradford E. Bernstein               32               Director

Michael L. George                   59               Director

Steven B. Gruber                    41               Director

Robert B. Henske                    38               Director

James M. Patell                     50               Director
</TABLE>

         Fred S. Grunewald joined the Company in October 1998. Prior to joining
the Company, Mr. Grunewald served as President and COO of Overhead Door
Corporation. Previously, he was President and General Manager of Rubbermaid's
Home Products Division. He also held a senior management positions with Black &
Decker and General Electric. Mr. Grunewald began his career with General
Electric Company assuming responsibilities in sales, marketing, and product
management. Mr. Grunewald received a Bachelor of Arts degree from the University
of California, San Diego and a Master of Business Administration degree from the
University of Michigan.

         Virgil D. Lowe has served as Senior Vice President and Chief Financial
Officer of the Company since May 1997 and became a director of the Company in
1997. In November 1994, Mr. Lowe was elected as Secretary and Treasurer of the
Company. While he continues to serve as Secretary, Mr. Lowe resigned as
Treasurer on February 2, 1998. Mr. Lowe joined the Company as Controller in June
1988. Prior to joining the Company, Mr. Lowe was employed by Continental Can
Company for 17 years. During his employment with Continental Can Company, he
progressed from Cost Accountant to Director of Accounting for Beverage
Operations. Mr. Lowe received a Bachelor of Science degree in Accounting from
East Texas Baptist University.

         Linda M. Smith joined the Company in February 1999 as Senior Vice
President of Supply Chain and Chief Information Officer. Prior to joining the
Company, Ms. Smith was Vice President of the Thomas Group, an international
consulting firm with a patented process for Total Cycle Time(TM). Ms. Smith's
work experience during six and one half years with the Thomas Group includes
responsibility for recruiting, hiring, and training. Ms. Smith studied history
and political science at Lamar University and the University of Houston.


<PAGE>   15


         Thomas M. Seymour joined the Company in May 1998 as Senior Vice
President of Sales and Marketing. Prior to joining the Company, Mr. Seymour held
a variety of marketing and sales related positions during a 28 year career with
Owens Corning, most recently as Vice President Strategic Marketing, Exterior
System Business. Mr. Seymour is graduate of Grand Valley State University with a
degree in Business Administration and Economics.

         Bradford E. Bernstein became a director of the Company in 1997. Mr.
Bernstein is a Managing Director and has served as a Principal, Vice President
and Associate of Oak Hill Partners, Inc., a private investment company, since
1992. From 1991 to 1992, Mr. Bernstein worked at Patricof & Co. Ventures. Prior
to that, from 1989 to 1991, he worked at Merrill Lynch & Co.

         Michael L. George became a director of the Company in 1997. Since 1984,
Mr. George has been Chairman of the Board of George Group, Inc. ("George
Group"), an acquisition and management consulting firm based in Dallas, Texas.
Mr. George holds a Bachelor of Science degree in Physics from the University of
California and a Master of Science degree in Physics from the University of
Illinois.

         Steven B. Gruber became a director of the Company in 1997. From March
1992 to the present, Mr. Gruber has been a Managing Director of Oak Hill
Partners, Inc. From May 1990 to March 1992, he was a Managing Director of
Rosecliff, Inc. Since February 1994, Mr. Gruber has also been an officer of
Insurance Partners Advisors, L.P., an investment advisor to Insurance Partners,
L.P. Since October 1992, he has been a Vice President of Keystone, Inc.
(formerly known as Robert M. Bass Group, Inc.). From 1981 to 1990, Mr. Gruber
was a managing director and co-head of High Yield Securities and held various
other positions at Lehman Brothers, Inc. He is also a director of Superior
National Insurance Group, Inc., Grove Worldwide, LLC, MVE HOLDINGS, INC., and
several private companies related to Keystone, Inc., Insurance Partners, L.P.
and Oak Hill Partners, Inc..

         Robert B. Henske became a director of the Company in 1997. From January
1997 to the present, Mr. Henske has been a Vice President of Keystone, Inc. and
a Principal of Arbor Investors, L.L.C., a private investment firm. From January
1996 to December 1996, he was Executive Vice President and Chief Financial
Officer of American Savings Bank, F.A., a federally-chartered thrift. From
January 1986 to January 1996, he was a partner and held various other positions
with Bain & Company, a management consulting firm.

         James M. Patell became a director of the Company in 1997. Mr. Patell
received his undergraduate and masters degree from Massachusetts Institute of
Technology and his doctorate from Carnegie Mellon University. He has taught at
Stanford University since 1979 where he currently serves as director of Stanford
Integrated Manufacturing Association and holds the chair of Herbert Hoover
Professor of Public and Private Management. Mr. Patell has served on the Board
of Directors, Center for Quality of Management -- West since 1994,
Stanford-ITESM Strategic Management Program to Mexico (1993-1995) and MBA
Enterprises Corps (1990-1992).



<PAGE>   16



ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth a summary of the compensation paid
during the 1999 Period for services rendered in all capacities to the Company
and its subsidiaries by certain of the Company's executive officers
(collectively, the "Named Executive Officers"):


<TABLE>
<CAPTION>
                                      Annual Compensation       Long-Term Compensation
Name and                  Fiscal    -----------------------  -----------------------------    All Other
Principal Position         Year      Salary       Bonus(a)     SARs(b)    Stock Options(g)   Compensation
------------------        ------    --------     ----------  -----------  ----------------   -------------
<S>                        <C>      <C>          <C>         <C>          <C>                <C>
Fred S. Grunewald          1999     $102,083 **          --           --       33,866        $       417(c)
Chairman, President,
Chief Executive Officer

David G. Fiore *           1999     $ 163,844            --           --           --        $   384,743(d)
President, Chief           1998     $ 201,250    $   61,173           --       26,386        $ 1,334,521(d)
Executive Officer          1997     $ 175,500    $  166,873   $  265,600           --        $     6,626(d)

Virgil D. Lowe             1999     $ 166,417            --           --           --        $    16,668(e)
Senior Vice President,     1998     $ 124,750    $   30,587           --       10,556        $   201,896(e)
Chief Financial Officer    1997     $  87,750    $   83,437   $   53,120           --        $     7,184(e)

Linda M. Smith             1999     $  21,260 **         --           --           --                 --
Senior Vice President
Chief Information Officer

Tom Seymour                1999     $ 193,308 ** $   50,000           --       12,500        $    79,691(f)

Senior Vice President
</TABLE>


*   Resigned effective October 1998.
**  Reflects fiscal 1999 salary from date of hire.

(a)      Bonuses are based on operating performance. For corporate employees
         with Company-wide responsibility, the bonus is based on the operating
         income of the entire Company.

(b)      Based on a value of $26,560 per unit, which is the value of the Units
         upon consummation of the Transaction (as hereinafter defined).

(c)      Consists of $417 paid by the Company for health and life insurance.

(d)      Consists of $235,947 deferred transaction bonus, $ 110,000 for
         consulting, $18,134 for accrued vacation, $9,265 paid by the Company
         for health and life insurance, $8,533 in contributions to the Company's
         401(k) plans, and $2,864 in reimbursements for taxes attributable to
         these payments in 1999; $2,152 paid by the Company for health and life
         insurance, $9,939 in contributions to the Company's 401(k) plans,
         $1,062,400 for the exercise of Units and a $250,000 transaction bonus
         upon the closing of the Transaction and $10,030 in reimbursements for
         taxes attributable to these payments in 1998; and $3,126 paid by the
         Company for health and life insurance and $3,500 in contributions to
         the Company's 401(k) plans in 1997.

(e)      Consists of $8,209 paid by the Company for health and life insurance,
         $4,880 in contributions to the Company's 401(k) plans, and $3,579 in
         reimbursements for taxes attributable to these payments in 1999; $2,592
         paid by the Company for health and life insurance, $8,270 in
         contributions to the Company's 401(k) plans, $185,920 for the exercise
         of Units upon the closing of the Transaction and $5,114 in
         reimbursements for taxes attributable to these payments in 1998; and
         $4,301 paid by the Company for health and life insurance, $250 in
         reimbursements for taxes attributable to such health and life insurance
         payments and $2,633 in contributions to the Company's 401(k) plans in
         1997.


<PAGE>   17



(f)      Consists of $75,950 in Company reimbursed moving expenses, $3,741 paid
         by the Company for health and life insurance in 1999.

(g)      All options granted are for common stock of Holdings.

Stock Option Grants in the Last Fiscal Year

         The following table sets forth information relating to stock options
granted during the 1999 Period to the Named Executive Officers.

                              INDIVIDUAL GRANTS(1)

<TABLE>
<CAPTION>
                           Number of           % of Total
                          Securities         Options Granted   Exercise or                     Grant Date
                          Underlying           to Employees      Base Price     Expiration        Fair
Name                  Options Granted(2)     in Fiscal Year      ($/Shares)        Date         Value(3)
----                  ------------------     ---------------   ------------     ----------     ----------
<S>                   <C>                    <C>               <C>              <C>            <C>
Fred S. Grunewald           33,866                49.55%          $20.00         10/16/08        $7.35
Virgil D. Lowe
Linda M. Smith
Thomas M. Seymour           12,500                18.29%          $20.00         06/25/08        $8.42
</TABLE>

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

(1)      All options granted are for the common stock of Holdings.

(2)      Options vest ratably over five years.

(3)      Based on the Black Scholes Option Pricing Model.



<PAGE>   18




Bonus Plan and Other Benefit Programs

         The Company maintains a bonus plan providing for annual bonus awards to
executives and certain other key general managers. Such bonus amounts are based
on meeting Company-wide and divisional performance goals established by the
Company's Board of Directors. These employees also participate in employee
benefit programs including health insurance, group life insurance and a savings
and supplement retirement plan (401(k) plan) on the same basis as other
employees of the Company.

Nonqualified Stock Option Plan

         Holdings adopted a Nonqualified Stock Option Plan (the "Plan") in order
to provide incentives to certain officers and employees of Holdings and the
Company by granting them options to purchase common stock of Holdings. The Plan
is administered by the Board of Directors of Holdings, which has broad authority
in administering and interpreting the Plan. Options granted under the Plan
("Options") are nonqualified stock options which do not qualify under Section
422A of the Internal Revenue Code (the "Code"). Unless the award granting an
Option provides otherwise, upon the termination of an employee for other than
Cause (as defined in the Plan), vested options may be exercised at any time
until three months after the date of termination (one year if due to death or
disability of the employee). In the event the employee is terminated for Cause,
all Options terminate immediately. In addition, for a period of one year after
an employee's termination of employment for any reason, Holdings has the option
to purchase such Options at a price equal to the difference between the fair
market value of the shares of common stock for which such Options are
exercisable by such employee and the exercise price of such Options.

         The Options vest upon such terms as the Board of Directors determines,
provided that in the event of a change of control of Holdings, Options which are
not exercisable at such time become immediately exercisable. The exercise price
for each Option is the fair market value of the common stock of Holdings on the
date of grant. Holdings has granted options to purchase 89,625 shares of its
common stock to certain members of the Company's senior management. Holdings may
issue options to purchase an additional 11,223 of its shares of common stock
under the Plan.

Compensation of Directors

         The Directors of the Company are not compensated for their services as
such nor for their participation on any Board Committees except for outside
directors of which the Company currently has one. This outside director has
received, under the Plan, 1,982 stock options with an exercise price of $.01 per
share and vesting of one-fifth of the shares each year for five years. The
Company has also agreed to grant to the outside director stock options to value
$25,000 for each year of service to the Board of Directors.

Employment Agreements with Named Executive Officers

         The Company currently has employment agreements with Fred S. Grunewald,
Virgil D. Lowe, and Thomas M. Seymour. Mr. Grunewald's agreement is for a
five-year term. Mr. Grunewald is to receive an annual base salary of at least
$350,000 and standard benefits available to other executives of the Company. If
his employment is terminated for Cause, Mr. Grunewald is entitled to receive his
salary and benefits through the date of termination. In the event of a
termination other than for Cause, Mr. Grunewald is entitled to his full base
salary through the date of termination, and full base salary for a period of two
years from the date of termination, plus the bonus, if any, earned by, but not
paid to, Mr. Grunewald prior to the termination date. The Company must also
maintain in effect for the remainder of the term all employee benefit plans
relating to hospitalization, medical, life insurance and disability programs in
which Mr. Grunewald was enrolled immediately prior to termination. Mr. Grunewald
is also subject to a non-competition agreement during the term of the agreement
and for a period of two year after termination.


<PAGE>   19


         Under Mr. Lowe's agreement, he is to receive an annual salary of at
least $77,500 and standard benefits available to other executives of the
Company. Upon termination of his employment by the Company for Cause, Mr. Lowe
is to receive his salary and benefits through the date of termination. In the
event of a termination other than for Cause, Mr. Lowe is entitled to 12 months
of base pay, plus a pro rata share of the bonus, if any, which he otherwise
would have been entitled to for the then current fiscal year. The Company must
also maintain in effect for a period of 12 months after termination all employee
benefit plans relating to hospitalization, medical, life insurance and
disability programs in which Mr. Lowe was enrolled immediately prior to
termination.

         Under Mr. Seymour's agreement, he is to receive an annual salary of at
least $210,000 and standard benefits available to other executives of the
Company. Upon termination of his employment by the Company for Cause, Mr.
Seymour is to receive his salary and benefits through the date of termination.
In the event of a termination other than for Cause, Mr. Seymour is entitled to
12 months of base pay, plus a pro rata share of the bonus, if any, which he
otherwise would have been entitled to for the then current fiscal year. The
Company must also maintain in effect for a period of 12 months after termination
all employee benefit plans relating to hospitalization, medical, life insurance
and disability programs in which Mr. Seymour was enrolled immediately prior to
termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Company's Board of Directors formed a Compensation Committee during
fiscal year 1998, which consists of Messrs. Bernstein, George and Henske. None
of the members of the Compensation Committee are officers or employees of the
Company or any of its subsidiaries or former officers or employees of the
Company or any of its subsidiaries. Mr. George is Chairman of the Board of
George Group. (See ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS for
further information about the relationship of the Company and George Group.)



<PAGE>   20



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The Company is a wholly owned subsidiary of Holdings. Holdings' address
is 3010 LBJ Freeway, Suite 400, Dallas, Texas 75234. The following table sets
forth certain information regarding the beneficial ownership of the shares of
common stock of Holdings by each person who owns more than five percent (5%) of
the outstanding shares of common stock of Holdings and by the directors and
executive officers of the Company, individually and as a group.

<TABLE>
<CAPTION>
                                       Number of      Percentage
Five Percent Stockholders                Shares        of Shares
-------------------------              ---------      ----------
<S>                                    <C>            <C>
Reliant Partners, L.P.(a)                478,002           47.07%
  201 Main Street, Suite 3100
  Fort Worth, Texas 76102

Reliant Partners II, L.P.(b)             478,000           47.07%
  201 Main Street, Suite 3100
  Fort Worth, Texas 76102

Officers and Directors

Fred S. Grunewald(c)                      21,499            2.12%
Virgil D. Lowe(c)                         14,375            1.42%
Thomas M. Seymour                         12,653            1.25%
Bradford E. Bernstein                         --            --
Michael L. George                             --            --
Steven B. Gruber                              --            --
Robert B. Henske                              --            --
James M. Patell                              396            0.04%
All executive officers and directors
  as a group (8 persons)                  48,923            4.82%
</TABLE>


(a)      The general partner of Reliant Partners, L.P. is Group 31, Inc. ("Group
         31"). J. Taylor Crandall is the sole stockholder of Group 31.
         Accordingly, Mr. Crandall may be deemed to be the beneficial owner of
         these shares. Mr. Crandall disclaims beneficial ownership of these
         shares.

(b)      The general partner of Reliant Partners II, L.P. is FW Group Genpar,
         Inc. ("Group Genpar"). David G. Brown is the sole stockholder of Group
         Genpar. Accordingly, Mr. Brown may be deemed to be the beneficial owner
         of these shares. Mr. Brown disclaims beneficial ownership of these
         shares.

(c)      Includes shares which may be acquired upon the exercise of options
         exercisable within 60 days as of the date hereof by Messrs. Lowe,
         Seymour and Patell for 4,222, 2,500 and 396, respectively.



<PAGE>   21



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with George Group

         On May 9, 1997, pursuant to a Stock Purchase Agreement, as amended
(together with the related agreements, the "Stock Purchase Agreement"), Reliant
Partners, Reliant Partners II and certain senior executives of the Company
(collectively, the "Purchasers") acquired all the outstanding common stock of
Holdings from Wingate Partners, L.P. and certain other selling stockholders
(collectively, the "Selling Stockholders"). The aggregate consideration paid for
such acquisition was $90.2 million consisting of $30.1 million in cash and $9.8
million of seller notes to the selling shareholders (total purchase price),
repayment of certain existing indebtedness of the Company and the redemption of
preferred stock of Holdings (the "Preferred Redemption"). The acquisition by
Purchasers of all the outstanding common stock of Holdings, the Preferred
Redemption and the repayment of certain existing indebtedness of the Company are
referred to hereinafter collectively as the "Transaction."

         Reliant Partners and Reliant Partners II were formed by, among others,
employees of George Group for the purpose of effecting the Transaction. The
Company paid George Group an advisory fee of approximately $1.0 million at the
closing of the Transaction as compensation for its services as an advisor in
connection with the Transaction.

         The Company has entered into a consulting agreement with George Group
whereby George Group will provide consulting services to the Company, including
services with respect to strategic planning, operations and financial matters.
For such services, George Group has been paid cash fees in an amount of $2.6
million, and $0.6 million and reimbursed for its out-of-pocket expenses of $0.7
million, and $0.5 million in the 1999 Period and 1998 Period, respectively. In
addition, for such services to be performed in the future for the Company,
George Group will be paid cash fees and reimbursed for out-of-pocket expenses
estimated to be $1.0 million in total. George Group has advised the Company that
it estimates its engagement will be completed within 18 months from the date of
the purchase of Care-Free. In addition, upon the Company's meeting certain
performance targets agreed upon between Reliant Partners, Reliant Partners II
and George Group, certain employees of George Group will receive an increased
limited partnership interest in each of Reliant Partners and Reliant Partners
II. The Company has agreed to indemnify George Group, its owners, employees and
agents from liabilities and claims relating to or arising from the engagement of
George Group, other than those resulting from negligence or willful misconduct
of George Group. Michael L. George, a director of the Company, is the Chairman
of the Board of George Group.

Stockholders Agreement and Registration Rights Agreement

         In connection with the Transaction, Holdings entered into an agreement
(the "Stockholders Agreement") with Reliant Partners, Reliant Partners II, and
the employees of the Company who own shares of common stock of Holdings (the
"Management Investors"). Holdings also entered into a Registration Rights
Agreement (the "Registration Rights Agreement") with the Management Investors.
The following is a summary description of the principal terms of the
Stockholders Agreement and the Registration Rights Agreement, and is subject to
and qualified in its entirety by reference to the Stockholders Agreement and
Registration Rights Agreement.

         General Prohibition on Transfers. The Stockholders Agreement prohibits
transfer of common stock of Holdings, except for transfers in compliance with
the Stockholders Agreement.

         Right of First Refusal. Sales of shares of common stock of Holdings by
a Management Investor are subject to a right of first refusal in favor of
Holdings, Reliant Partners, Reliant Partners II, and the other Management
Investors.

         Tag-Along and Drag-Along Rights. If Reliant Partners and Reliant
Partners II propose to transfer common stock of Holdings representing more than
50% of the aggregate number of shares of


<PAGE>   22


common stock of Holdings owned by them, other than in a registered public
offering or other permitted transaction, the Management Investors will, under
certain circumstances, have the option to sell to the same offeree their common
stock on the same terms on a pro rata basis. If Reliant Partners and Reliant
Partners II propose to sell or otherwise transfer for value to an unaffiliated
third party 85% or more of the common stock of Holdings owned by them, they will
have the right under certain circumstances to require the Management Investors
to sell or transfer a pro rata portion of their common stock to such party on
the same terms.

         Management Repurchase. All shares of common stock of Holdings held by a
Management Investor are subject to repurchase by Holdings, Reliant Partners and
Reliant Partners II for a specified period of time following the termination of
employment of such Management Investor for any reason.

         Registration Rights. The Management Investors are each entitled to an
unlimited number of "piggyback" registration rights at any time following any
initial public offering by Holdings of its common stock. In addition, at such
time as Holdings becomes eligible to register securities on Form S-3 under the
Securities Act, Management Investors holding at least 50% of the shares of
common stock then held by all Management Investors will be entitled to make one
demand to require Holdings to register under the Securities Act their shares of
common stock of Holdings. The exercise of the demand and piggyback rights are
subject to other limitations and conditions that are customary in registration
rights agreements.



<PAGE>   23




                                     PART IV

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

     (a) The following documents are included in this report.

         (1)   FINANCIAL STATEMENTS:

               The consolidated financial statements are listed in the
               accompanying Index to Financial Statements on page F-1 of this
               report.

         (2)   FINANCIAL STATEMENT SCHEDULES:

               Financial Statement Schedule II: Valuation and Qualifying
               Accounts on page S-1 of this report.

         (3)   EXHIBITS:

               The exhibits filed with or incorporated by reference in this
               report are listed in the Exhibit Index beginning on page E-1 of
               this report.

     (b) REPORTS ON FORM 8-K

         None


<PAGE>   24


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS



As of April 2, 1999 and April 3, 1998 and for the year ended April 2, 1999,
forty-seven weeks ended April 3, 1998, six weeks ended May 9, 1997 and year
ended March 28, 1997

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                <C>
Independent Auditors' Report                                                        F-2

Independent Auditors' Report                                                        F-3

Consolidated Balance Sheets                                                         F-4

Consolidated Statements of Operations                                               F-6

Consolidated Statements of Shareholder's Equity                                     F-7

Consolidated Statements of Cash Flows                                               F-8

Notes to Consolidated Financial Statements                                          F-10
</TABLE>


                                      F-1
<PAGE>   25


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Reliant Building Products, Inc.


We have audited the accompanying consolidated balance sheets of Reliant Building
Products, Inc., (a wholly-owned subsidiary of RBPI Holding Corporation) and
subsidiaries (Successor) as of April 2, 1999 and April 3, 1998, and the related
consolidated statements of operations, shareholder's equity, and cash flows for
the year ended April 2, 1999 and the period from May 9, 1997 to April 3, 1998
(Successor periods). In connection with our audits of the Successor consolidated
financial statements, we have also audited the financial statement schedule for
the Successor periods listed at the index at Item 14(a)(2). These consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.

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

In our opinion, the aforementioned Successor consolidated financial statements
present fairly, in all material respects, the financial position of Reliant
Building Products, Inc. and subsidiaries as of April 2, 1999 and April 3, 1998,
and the results of their operations and their cash flows for the year ended
April 2, 1999 and the period from May 9, 1997 to April 3, 1998, in conformity
with generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule for the Successor periods, when considered in
relation to the Successor consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

As discussed in note 2 to the consolidated financial statements, effective May
9, 1997, the former shareholders of RBPI Holding Corporation sold all of the
common stock of RBPI Holding Corporation in a business combination accounted for
as a purchase. As a result of the acquisition, the consolidated financial
information of Reliant Building Products, Inc. for the periods after the
acquisition are presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.

                                    KPMG LLP


Dallas, Texas
June 14, 1999


                                      F-2
<PAGE>   26


                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


Board of Directors
Reliant Building Products, Inc.


We have audited the accompanying consolidated statements of operations,
shareholder's equity, and cash flows of Reliant Building Products, Inc.
(formerly Redman Building Products, Inc.) and subsidiaries for the six week
period ended May 9, 1997 and the year ended March 28, 1997. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of their operations and cash
flows of Reliant Building Products, Inc. and subsidiaries for the six week
period ended May 9, 1997 and the year ended March 28, 1997, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

                                Ernst & Young LLP


Dallas, Texas
September 19, 1997


                                      F-3
<PAGE>   27

                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets


                            (In thousands of dollars)



<TABLE>
<CAPTION>
                                                               SUCCESSOR
                                                       ------------------------
                                                        APRIL 2,       APRIL 3,
                      Assets                              1999          1998
                                                       ---------      ---------
<S>                                                    <C>            <C>
Current assets:
    Cash and cash equivalents                          $     851            737
    Accounts receivable, net                              26,331         28,638
    Inventories:
       Raw materials                                      13,205         15,767
       Finished products and work-in-process               6,015          6,162
    Federal income tax receivable                             --          4,993
    Deferred tax assets                                    2,879          3,889
    Prepaid expenses and other current assets              2,001            903
                                                       ---------      ---------
                Total current assets                      51,282         61,089

Property, plant, and equipment at cost:
    Land and buildings                                    20,676         20,979
    Machinery and equipment                               42,369         40,014
                                                       ---------      ---------
                                                          63,045         60,993
    Less accumulated depreciation and amortization       (12,742)        (5,629)
                                                       ---------      ---------
                                                          50,303         55,364

Intangible assets, net                                   131,794        137,036
Debt issuance costs, net                                   4,568          5,465
Assets held for sale                                       5,096             --
Other assets                                                 612            490
                                                       ---------      ---------
                Total assets                           $ 243,655        259,444
                                                       =========      =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>   28


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                            (In thousands of dollars)



<TABLE>
<CAPTION>
                                                               SUCCESSOR
                                                       ------------------------
                                                        APRIL 2,       APRIL 3,
              LIABILITIES AND SHAREHOLDER'S EQUITY       1999           1998
                                                       ---------      ---------
<S>                                                    <C>            <C>
Current liabilities:
     Accounts payable                                  $  15,399         14,654
     Accrued expenses                                     16,467         17,250
     Current portion of long-term debt                     5,533          1,824
                                                       ---------      ---------
                 Total current liabilities                37,399         33,728

Long-term debt, less current portion                     183,877        183,543
Deferred income taxes                                      3,784          8,453
Other liabilities                                          3,417          3,709

Commitments and Contingencies (notes 6 and 13)

Shareholder's equity:
     Common stock, $1.00 par value,
        Authorized 10,000 shares, issued
           and outstanding 1,000                               1              1
     Preferred stock of Holdings, stated at amount
           contributed                                     4,664          4,700
     Notes receivable - equity securities                   (475)            --
     Additional paid-in capital                           30,925         30,084
     Accumulated deficit                                 (19,937)        (4,774)
                                                       ---------      ---------
                 Total shareholder's equity               15,178         30,011
                                                       ---------      ---------
                 Total liabilities and shareholder's
                    equity                             $ 243,655        259,444
                                                       =========      =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>   29


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations

                            (In thousands of dollars)



<TABLE>
<CAPTION>
                                                                SUCCESSOR                   PREDECESSOR
                                                       -------------------------     ------------------------
                                                                     FORTY-SEVEN     SIX WEEKS        YEAR
                                                       YEAR ENDED    WEEKS ENDED       ENDED          ENDED
                                                        APRIL 2,       APRIL 3,        MAY 9,       MARCH 28,
                                                         1999           1998           1997            1997
                                                       ----------    -----------     ---------      ---------
<S>                                                    <C>           <C>             <C>            <C>
Net sales                                              $ 281,737        174,769         20,095        174,401
Cost of products sold                                    216,276        134,783         14,852        131,474
                                                       ---------      ---------      ---------      ---------
           Gross profit                                   65,461         39,986          5,243         42,927

Selling, general and administrative                       60,487         35,308          3,765         32,724
Restructuring charges                                       (446)         1,044             --             --
                                                       ---------      ---------      ---------      ---------
           Income from operations                          5,420          3,634          1,478         10,203

Interest expense                                          18,567          9,494            587          5,391
Interest income                                               72            330             --             10
Other expenses, net                                        3,170             --          3,350            577
                                                       ---------      ---------      ---------      ---------
           Income (loss) before income
              taxes and extraordinary loss               (16,245)        (5,530)        (2,459)         4,245

Income tax (benefit) expense                              (2,947)        (1,167)          (846)         1,892
                                                       ---------      ---------      ---------      ---------
           Income (loss) before extraordinary loss       (13,298)        (4,363)        (1,613)         2,353

Extraordinary loss, net of tax benefits
     of $212 in 1998 and $369 in 1997                         --            411            715             --
                                                       ---------      ---------      ---------      ---------
           Net Income (loss)                           $ (13,298)        (4,774)        (2,328)         2,353
                                                       =========      =========      =========      =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>   30


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                 Consolidated Statements of Shareholder's Equity

                            (In thousands of dollars)


<TABLE>
<CAPTION>
                                                                                                   NOTES
                                                                                                RECEIVABLE       ADDITIONAL
                                                             COMMON    COMMON    PREFERRED   RELATED TO EQUITY    PAID-IN
                                                             SHARES    STOCK       STOCK       TRANSACTIONS       CAPITAL
                                                            --------  --------  -----------  -----------------   ----------
<S>                                                         <C>       <C>       <C>          <C>                 <C>
Balance at March 29, 1996 (Predecessor)                        1,000  $      1           --                 --        7,063
     Net income                                                             --           --                 --           --
     Accrual of redeemable preferred stock dividend                         --           --                 --         (371)
     Other                                                                  --           --                 --          (22)
                                                            --------  --------  -----------  -----------------   ----------

Balance at March 28, 1997 (Predecessor)                        1,000         1           --                 --        6,670
     Net loss                                                               --           --                 --           --
     Accrual of redeemable preferred stock dividend                         --           --                 --          (68)
     Incentive stock units liability paid by shareholder                    --           --                 --        3,181
                                                            --------  --------  -----------  -----------------   ----------

Balance at May 9, 1997 (Predecessor)                           1,000         1           --                 --        9,783
     Establishment of successor basis                                       --           --                 --       32,525
     Dividends paid to Holdings                                             --           --                 --      (12,559)
     Net loss                                                               --           --                 --           --
     Preferred stock issuance contributed by Holdings                       --        4,700                 --           --
     Capital contributions from Holdings                                    --           --                 --          335
                                                            --------  --------  -----------  -----------------   ----------

Balance at April 3, 1998 (Successor)                           1,000         1        4,700                 --       30,084
     Equity transactions with Holdings                                      --          (36)              (475)         841
     Common stock dividends declared                                        --           --                 --           --
     Net loss                                                               --           --                 --           --
     Accrual of preferred stock dividend                                    --           --                 --           --
                                                            --------  --------  -----------  -----------------   ----------

Balance at April 2, 1999 (Successor)                           1,000  $      1        4,664               (475)      30,925
                                                            ========  ========  ===========  =================   ==========


<CAPTION>
                                                             ACCUMULATED
                                                               DEFICIT      TOTAL
                                                             -----------  ----------

<S>                                                          <C>          <C>
Balance at March 29, 1996 (Predecessor)                           (5,111)      1,953
     Net income                                                    2,353       2,353
     Accrual of redeemable preferred stock dividend                   --        (371)
     Other                                                            --         (22)
                                                             -----------  ----------

Balance at March 28, 1997 (Predecessor)                           (2,758)      3,913
     Net loss                                                     (2,328)     (2,328)
     Accrual of redeemable preferred stock dividend                   --         (68)
     Incentive stock units liability paid by shareholder              --       3,181
                                                             -----------  ----------

Balance at May 9, 1997 (Predecessor)                              (5,086)      4,698
     Establishment of successor basis                              5,086      37,611
     Dividends paid to Holdings                                       --     (12,559)
     Net loss                                                     (4,774)     (4,774)
     Preferred stock issuance contributed by Holdings                 --       4,700
     Capital contributions from Holdings                              --         335
                                                             -----------  ----------

Balance at April 3, 1998 (Successor)                              (4,774)     30,011
     Equity transactions with Holdings                                --         330
     Common stock dividends declared                              (1,039)     (1,039)
     Net loss                                                    (13,298)    (13,298)
     Accrual of preferred stock dividend                            (826)       (826)
                                                             -----------  ----------

Balance at April 2, 1999 (Successor)                             (19,937)     15,178
                                                             ===========  ==========
</TABLE>


See accompanying notes to consolidated financial statements.



                                      F-7
<PAGE>   31


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                            (In thousands of dollars)



<TABLE>
<CAPTION>
                                                       SUCCESSOR                     PREDECESSOR
                                                --------------------------     -----------------------
                                                 YEAR ENDED    FORTY-SEVEN      SIX WEEKS      YEAR
                                                    ENDED      WEEKS ENDED       ENDED         ENDED
                                                  APRIL 2,      APRIL 3,         MAY 9,      MARCH 28,
                                                    1999          1998            1997         1997
                                                ------------  ------------     ----------    ---------
<S>                                             <C>           <C>              <C>           <C>
Cash flows from operating activities:
Net income (loss)                               $    (13,298)       (4,774)        (2,328)       2,353
Adjustments to reconcile net income (loss)
   to net cash provided by operations:
      Extraordinary loss                                  --           411            715           --
      Depreciation and amortization                   14,131         8,502            535        4,866
      Noncash interest expense                           967           604             63          666
      Deferred income tax benefit                     (3,255)       (1,333)          (118)        (176)
      Provision for doubtful accounts                  1,684           293            130          331
      Compensation expense related to
         incentive stock units                            --            --          3,181           --
      Estimated loss on disposition of assets          3,170            --             --           --
      Other                                              (39)         (179)          (229)         224
Changes in operating assets and liabilities,
 exclusive of acquisition
   accounting:
      Accounts and notes receivable                   (1,604)          384         (1,436)         627
      Inventories                                        744           311           (829)        (206)
      Prepaid expenses and other current
         assets                                        3,895        (2,573)        (1,540)          49
      Accounts payable and accrued
         expenses                                       (748)          494          4,305       (4,803)
      Other assets                                    (1,200)        2,404             (1)         469
                                                ------------  ------------     ----------    ---------

            Net cash provided by operating
               activities                              4,447         4,544          2,448        4,400
                                                ------------  ------------     ----------    ---------
</TABLE>


                                      F-8
<PAGE>   32

                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                            (In thousands of dollars)


<TABLE>
<CAPTION>
                                                       SUCCESSOR                     PREDECESSOR
                                                --------------------------     -----------------------
                                                 YEAR ENDED    FORTY-SEVEN      SIX WEEKS      YEAR
                                                    ENDED      WEEKS ENDED       ENDED         ENDED
                                                  APRIL 2,      APRIL 3,         MAY 9,      MARCH 28,
                                                    1999          1998            1997         1997
                                                ------------  ------------     ----------    ---------
<S>                                             <C>           <C>              <C>           <C>
Cash flows from investing activities:
     Purchase of property, plant and equipment        (7,744)       (3,624)          (198)      (3,516)
     Proceeds from sales of property, plant
        and equipment                                     95            76             43          282
     Acquisitions, net of cash acquired                   --      (122,098)            --           --
                                                ------------  ------------     ----------    ---------

                 Net cash used in investing
                    activities                        (7,649)     (125,646)          (155)      (3,234)
                                                ------------  ------------     ----------    ---------

Cash flows from financing activities:
     Net proceeds from revolving loan                  5,800         8,300          2,631          625
     Proceeds from subordinated debt                      --        70,000             --           --
     Proceeds from long-term debt                        592       105,000             --        2,600
     Principal payments on long-term debt             (2,283)      (45,545)          (648)      (4,685)
     Redemption of preferred stock                        --        (6,187)            --       (5,386)
     Payment of debt issue costs                         (70)       (6,663)            --          (72)
     Preferred stock capital contribution                 --         4,700             --        5,969
     Equity transactions with Holdings                   330           335             --           --
     Payment of dividends to Holdings                 (1,039)      (12,559)            --           --
     Payment of preferred stock dividend                 (14)           --             --         (168)
                                                ------------  ------------     ----------    ---------

                 Net cash provided by (used in)
                    financing activities               3,316       117,381          1,983       (1,117)
                                                ------------  ------------     ----------    ---------

Increase (decrease) in cash and cash
     equivalents                                         114        (3,721)         4,276           49
Cash and cash equivalents at beginning
     of period                                           737         4,458            182          133
                                                ------------  ------------     ----------    ---------
Cash and cash equivalents at end of period      $        851           737          4,458          182
                                                ============  ============     ==========    =========

Supplementary Information:
Cash paid for interest                          $     17,693         4,524            480        5,243
                                                ============  ============     ==========    =========

Cash paid (recovered) for income taxes          $     (4,154)        2,319             --        1,470
                                                ============  ============     ==========    =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-9
<PAGE>   33


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    THE COMPANY

              Reliant Building Products, Inc. (formerly Redman Building
              Products, Inc.) and subsidiaries (the "Company") is primarily
              engaged in the manufacture of aluminum and vinyl, or nonwood,
              framed windows primarily for the new construction, repair and
              remodel, national home center chains and manufactured housing
              markets. The Company has manufacturing facilities in Texas,
              Georgia, Tennessee, Washington, New Jersey, Michigan, North
              Carolina and California, and most of its customers are located
              throughout the United States.

       (b)    BASIS OF PRESENTATION AND CONSOLIDATION

              The Company is a wholly-owned subsidiary of RBPI Holding
              Corporation (Holdings). On May 9, 1997 the former shareholders of
              Holdings sold all of the common stock of Holdings (the
              Transaction) as described further in note 2. As a result of the
              Transaction, a new basis of accounting was established (Successor)
              and therefore the periods before May 9, 1997 are not comparable to
              the Successor periods. All amounts for the six week period ended
              May 9, 1997 and the year ended March 28, 1997 represent the
              predecessor basis of accounting. All significant intercompany
              balances and transactions have been eliminated in consolidation.
              The Company utilizes a 52- or 53-week accounting period which ends
              on the Friday closest to March 31. Each of the years ended April
              2, 1999 and March 28, 1997 included 52-weeks.

       (c)    USE OF ESTIMATES

              Management of the Company has made a number of estimates and
              assumptions relating to the reporting of assets and liabilities
              and the disclosure of contingent assets and liabilities to prepare
              these consolidated financial statements in conformity with
              generally accepted accounting principles.
              Actual results could differ from those estimates.

       (d)    FINANCIAL INSTRUMENTS

              The carrying amounts of cash and cash equivalents, accounts
              receivable and accounts payable approximate fair value due to the
              short maturity of these instruments. The fair value of the credit
              facility (as defined in note 4) is presented at amounts which
              approximate fair value due to the instruments bearing interest
              rates at market rates. The Company's subordinated notes had a fair
              value of $58,800 and $72,600 at April 2, 1999 and April 3, 1998,
              respectively, as determined by quoted market value.


                                      F-10
<PAGE>   34


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)

       (e)    ACCOUNTS RECEIVABLE

              Credit is extended to customers in the normal course of business
              under normal trade terms. The Company has established an allowance
              for doubtful accounts of $2,717 and $2,335 at April 2, 1999 and
              April 3, 1998, respectively, based upon the expected
              collectibility of its receivables. The Company wrote-off accounts
              receivable, net of recoveries, of $1,302, $979, $66 and $542 for
              the year ended April 2, 1999, the periods ended April 3, 1998 and
              May 9, 1997 and the year ended March 28, 1997, respectively.

       (f)    LONG-LIVED ASSETS

              The Company reviews long-lived assets and certain identifiable
              intangibles for impairment whenever events or changes in
              circumstances indicate that the carrying amount of an asset may
              not be recoverable. Recoverability of assets to be held and used
              is measured by a comparison of the carrying amount of the asset to
              undiscounted future net cash flows expected to be generated by the
              asset. If such assets are considered to be impaired, the
              impairment to be recognized is measured by the amount by which the
              carrying amount of the assets exceeds the fair value of the
              assets. Assets held for sale are reported at the lower of the
              carrying amount or fair value less costs to sell.

       (g)    INVENTORIES

              Inventories are valued at the lower of cost or market. Cost is
              determined on the last-in, first-out (LIFO) method. As of April 2,
              1999 and April 3, 1998 LIFO approximates current replacement cost.

       (h)    DEPRECIATION AND AMORTIZATION

              Buildings, leasehold improvements, and machinery and equipment are
              depreciated using the straight-line method over the estimated
              useful lives of the assets (buildings - 10 to 20 years; leasehold
              improvements - 10 years; machinery and equipment - 2 to 10 years).
              Capital leases are amortized over the shorter of the useful life
              of the leased asset or the lease term. Amortization of fixed
              assets under capital lease is included in depreciation and
              amortization expense. Interest cost capitalized was immaterial for
              all periods presented.

       (i)    INTANGIBLE ASSETS

              Intangible assets, consisting of goodwill and other intangible
              assets, are stated at cost. Goodwill of $130,830 and $136,784, net
              of accumulated amortization of $4,991 and $1,504 as of April 2,
              1999 and April 3, 1998, respectively, is being amortized on a
              straight-line basis over an estimated useful life of 40 years.
              Other intangible assets consist primarily of a covenant not to
              compete and trademarks that are being amortized over five years.


                                      F-11
<PAGE>   35


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


              The Company assesses the recoverability of goodwill by determining
              whether the amortization of the balance over its remaining life
              can be recovered through undiscounted future operating cash flows
              of the acquired operations. The amount of impairment, if any, is
              measured based on projected discounted future operating cash flows
              using a discount rate reflecting the Company's average cost of
              funds. At April 2, 1999 the Company believes no impairment of
              goodwill has occurred. The Company's ability to fully recover the
              carrying amount of goodwill through undiscounted cash flows
              assumes that results of operations and cash flows in future
              periods will improve from their current levels. In the event that
              the market or general economic conditions affecting the Company
              worsen or if management is unable to achieve its business
              objectives, a portion of the goodwill may become impaired.

        (j)   CASH EQUIVALENTS

              The Company considers all short-term highly liquid instruments,
              with an original maturity date of three months or less, to be cash
              equivalents.

       (k)    REVENUE RECOGNITION

              The Company recognizes revenue as earned, which is generally upon
              delivery of product to customers. Sales returns and allowances are
              not significant.

       (l)    ADVERTISING COSTS

              Advertising costs are expensed as incurred. Advertising costs were
              $2,748, $1,188, $82 and $863 for the year ended April 2, 1999, the
              periods ended April 3, 1998 and May 9, 1997 and for the year ended
              March 28, 1997, respectively.

       (m)    PRODUCT WARRANTY

              The Company's products are sold under warranty against defects in
              material and workmanship for a period ranging from one to ten
              years. An allowance for estimated future warranty cost is recorded
              in the period the product is sold.

       (n)    INCOME TAXES

              The Company accounts for income taxes using the asset and
              liability method. Deferred tax assets and liabilities are
              recognized for the future tax consequences attributable to
              differences between the financial statement carrying amounts of
              existing assets and liabilities and their respective tax bases and
              operating loss carryforwards. Deferred tax assets and liabilities
              are measured using enacted rates expected to apply to taxable
              income in the years in which those temporary differences are
              expected to be recovered or settled. The effect on deferred tax


                                      F-12
<PAGE>   36


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


              assets and liabilities of a change in tax rates is recognized in
              income in the period that includes the enactment date. The
              Company's operations are included in the consolidated tax return
              of Holdings. Income taxes have been calculated as if the Company
              filed a tax return on a stand alone basis.

       (o)    STOCK-BASED COMPENSATION

              The Company has adopted the disclosure provisions of SFAS No. 123,
              Accounting for Stock-Based Compensation which requires pro forma
              disclosure of net income as if the SFAS No. 123 fair value method
              had been applied. The Company continues to apply the provisions of
              Accounting Principles Board (APB) Opinion No. 25, Accounting for
              Stock Issued to Employees, for the preparation of its consolidated
              financial statements.

       (p)    RECLASSIFICATIONS

              Certain amounts have been reclassified to conform to the 1999
              presentation.


2)     STOCK PURCHASE

       On May 9, 1997, Reliant Partners purchased the common stock of Holdings
       from Wingate Partners, L.P. and certain selling stockholders for $30,100
       in cash and $9,800 of seller notes. In addition, $6,200 of outstanding
       preferred stock was redeemed. In connection with the Transaction, the
       Company recognized $3,200 of compensation expense, which is reflected in
       other expenses in the statement of operations for the six weeks ended May
       9, 1997 and retired $44,300 of existing long-term debt with proceeds from
       Senior Subordinated notes sold in conjunction with the Transaction. The
       Company recognized an extraordinary charge of $715, net of a tax benefit
       of $369, relating to the extinguishment of the debt in the six weeks
       ended May 9, 1997.

       The Transaction was accounted for under the purchase method of accounting
       and the purchase accounting adjustments associated with the Transaction
       have been "pushed-down" to the Company. The consolidated financial
       statements for all periods subsequent to May 9, 1997 are presented on the
       new basis of accounting established on that date. The purchase price was
       allocated to tangible and identifiable intangible assets acquired and
       liabilities assumed of the Company based on their fair values, with the
       remainder allocated to goodwill as follows:


                                      F-13
<PAGE>   37


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


<TABLE>
<S>                                                                  <C>
Total purchase price, including $2,158 of acquisition costs          $ 42,058

Less:
   Net book value of assets acquired, excluding $9,492 of              (4,794)
      predecessor goodwill
   Seller transaction costs                                               250
                                                                     --------

         Excess of cost over net book
            value of assets acquired                                 $ 46,602
                                                                     ========


Adjustments to record assets acquired and liabilities assumed at
   fair value:
      Inventory                                                      $    209
      Property, plant and equipment                                     6,034
      Other assets                                                        138
      Retirement of redeemable common stock warrants                    1,082
      Other liabilities, primarily postretirement benefits             (1,991)
      Deferred tax liabilities                                           (477)
      Establishment of reserves for closure of Houston
         facility concurrent with the Transaction                      (3,151)
      Goodwill                                                         44,758
                                                                     --------

                                                                     $ 46,602
                                                                     ========
</TABLE>


(3)    ACQUISITION

       On January 28, 1998, the Company purchased all of the capital stock of
       Care-Free Window Group ("Care-Free") (the Acquisition), a privately held
       vinyl window manufacturing company, for $121,500, including direct
       acquisition costs of $580. The Company financed the Acquisition through
       $5,000 of additional equity from its shareholder, $7,400 in cash, and
       $111,900 from a new bank credit facility (See Note 4).

       The Acquisition was accounted for using the purchase method of accounting
       and, accordingly the results of operations of Care-Free have been
       included in the accompanying consolidated financial statements since the
       acquisition date. The purchase price was allocated to tangible and
       identifiable intangible assets acquired and liabilities assumed based
       upon estimates of their fair values, with the remainder allocated to
       goodwill as follows:


                                      F-14
<PAGE>   38


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)



       The purchase price was allocated as follows:

<TABLE>
<S>                                                                <C>
             Current assets                                        $  19,384
             Property, plant and equipment                            27,941
             Intangible assets                                        94,765
             Current liabilities                                     (12,963)
             Reserve for closure of Care-Free facilities              (1,453)
             Debt assumed in Acquisition                              (1,953)
             Deferred taxes                                           (4,221)
                                                                   ----------

                                                                   $  121,500
                                                                   ==========
</TABLE>

       In the year ended April 2, 1999, the Company finalized the purchase price
       allocations related to the Acquisition. As a result, goodwill increased
       by $764 and identifiable intangibles increased by $821.


(4)    LONG TERM DEBT

<TABLE>
<CAPTION>
                                                         SUCCESSOR
                                                   ----------------------
                                                     APRIL 2,    APRIL 3,
                                                      1999        1998
                                                   ----------   ---------
<S>                                                <C>          <C>
                  Senior Credit facility:
                       Term loan A                 $   40,000      40,000
                       Term loan B                     64,063      65,000
                       Revolving loan                  14,100       8,300
                  Subordinated notes                   70,000      70,000
                  Other notes payable                   1,247       2,067
                                                   ----------   ---------

                                                      189,410     185,367

                  Less current portion                 (5,533)     (1,824)
                                                   ----------   ---------

                                                   $  183,877     183,543
                                                   ==========   =========
</TABLE>

       In connection with the Acquisition, the Company replaced its previously
       existing $25,000 credit facility with a new senior secured credit
       facility comprised of a $40,000 secured revolving credit facility
       maturing December 2003 (Revolving loan), a $40,000 secured term loan
       maturing December 2003 ("Term loan A"), and a $65,000 six-year secured
       term loan maturing March 2004 ("Term loan B") (collectively "the Credit
       facility"). The Company recognized an extraordinary charge for
       unamortized debt issuance costs of $411, net of a tax benefit of $212,
       relating to the extinguishment of the old credit facility.


                                      F-15
<PAGE>   39


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


       The Credit facility is collateralized by all the assets of the Company
       and is subject to covenants that, among other things, impose limitations
       on capital expenditures and investments, restrict certain payments and
       distributions and require the Company to maintain certain financial
       ratios. On March 31, 1999, the Company obtained a waiver for its breach
       of covenant requirements under the Credit facility that is effective
       until the end of the first quarter of fiscal year 2000 and renegotiated
       the financial covenant requirements beginning July 2, 1999 through the
       remaining term of the Credit facility agreement. As of April 2, 1999 the
       Company had complied with all remaining covenant requirements.

       Term loan A and Term loan B have interest payable in quarterly
       installments at Eurodollar rates plus 3.0% and 3.25%, respectively. The
       interest rates at April 2, 1999 approximated 8.13% and 8.38% for Term
       loan A and Term loan B, respectively.

       Under the terms of the Credit facility, the Company is required to
       effectively fix its interest rate cost within a defined interest rate
       range on a minimum of $55,000 of its total outstanding Term loans. As a
       result of this requirement the Company entered into an interest rate swap
       arrangement with its primary lender in which the interest rate range is
       7.50% to 8.25% (Term loan A) and 7.75% to 8.50% (Term loan B) on $55,000
       of its total outstanding Term loans. Interest rate changes in the
       Eurodollar which cause the interest cost to be in excess of the cap of
       8.25% and 8.50%, respectively, are reimbursed to the Company by the bank,
       while interest rate cost below the 7.50% and 7.75%, respectively, are
       paid to the bank by the Company, effectively locking the Company's
       minimum and maximum interest rates on $55,000 of its outstanding Term
       loans. The Company is subject to credit risk, which is inherent in all
       swaps, and has minimized such risk through the use of its primary lender.
       There are no fees associated with the arrangement. The Company recorded
       interest expense of $27 for the year ended April 2, 1999 under this
       agreement. The fair value of this swap agreement at April 2, 1999 was
       $187 out of the money to the Company.

       At April 2, 1999, the Company had additional borrowing availability of
       $12,600 under its Revolving loan, which is limited to 85% of the eligible
       accounts receivable plus 50% of eligible inventory. The Revolving loan
       bears interest based on the prime rate plus 2.00% or the Eurodollar rate
       plus 3.0%, at the Company's option, (8.00% at April 2, 1999) and is due
       December 2003. The Company must pay an annual commitment fee of 1/2 of 1%
       of the unused portion of the Revolving loan, payable quarterly. At April
       2, 1999 and April 3, 1998, the Company had outstanding letters of credit
       totaling $2,163 and $2,600, respectively.

       In connection with the Transaction, the Company issued $70,000, 10 7/8%
       senior subordinated notes maturing May 2004. The 10 7/8% senior
       subordinated notes are jointly and severally, and fully and
       unconditionally guaranteed, on a senior subordinated basis, by all of the
       Company's wholly-owned subsidiaries. The notes are subject to covenants
       that among other things, impose limitations on capital expenditures,
       investments and restrict certain payments and distributions. At April 2,
       1999, the Company had complied with all covenants under its senior
       subordinated notes.


                                      F-16
<PAGE>   40


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


       Debt issuance costs are being amortized using the interest method over
       the terms of the respective loans (six to seven years). Amortization
       expense for the year ended April 2, 1999, the periods ended April 3, 1998
       and May 9, 1997 and the year ended March 28, 1997 was $967, $604, $63 and
       $666, respectively, and has been included as interest expense in the
       accompanying consolidated financial statements.


              The annual maturities of long-term debt at April 2, 1999 are:

<TABLE>
<CAPTION>
                                               LONG-TERM
                                                 DEBT
                                               ---------
<S>                                            <C>
                   2000                        $   5,533
                   2001                            9,715
                   2002                           10,750
                   2003                           10,750
                   2004                           82,662
                   Thereafter                     70,000
                                               ---------

                                               $ 189,410
                                               =========
</TABLE>


(5)    PREFERRED STOCK

       On January 28, 1998, Holdings issued 940,084 shares (1,000,000 shares
       authorized) of $0.01 par Series C cumulative preferred stock for $5.00
       per share. The preferred stock ranks ahead of the authorized and
       outstanding common stock with respect to dividend rights and rights on
       liquidation, winding up and dissolution of Holdings. The holders of
       preferred stock shares are entitled to receive, when and as declared by
       the Board of Directors, fully cumulative cash dividends at the annual
       rate of $0.75 per share. The intent of the Company is to fund all
       dividends declared on the preferred stock. Holdings' preferred stock has
       been classified in the Company's shareholder's equity, at the amount
       contributed by Holdings, as the redemption of such shares is under the
       sole control of Holdings.

       In the event of any voluntary or involuntary liquidation, dissolution or
       winding up of the affairs of Holdings, the holders of shares of preferred
       stock then outstanding shall be entitled to be paid out of the assets of
       Holdings an amount in cash equal to $5.00 for each share outstanding plus
       an amount in cash equal to all accrued, but unpaid dividends.

       During the year ended April 2, 1999, preferred shares outstanding
       decreased to 930,884 as a result of the issuance of 29,288 shares and the
       retirement of 38,488 shares. As of April 2, 1999, $826 of dividends had
       been declared.


                                      F-17
<PAGE>   41


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


  (6)    LEASES

         At April 2, 1999, the Company has noncancelable commitments under
         operating leases consisting primarily of manufacturing and corporate
         facilities as follows:

<TABLE>
<S>                                                     <C>
           2000                                         $  5,298
           2001                                            5,002
           2002                                            4,137
           2003                                            3,698
           2004                                            3,554
           Thereafter                                      6,956
                                                        --------

           Total Minimum Payments                       $ 28,645
                                                        ========
</TABLE>

       Rent expense was $5,746, $3,558, $200 and $4,100 for the year ended April
       2, 1999, the periods ended April 3, 1998 and May 9, 1997, and for the
       year ended March 28, 1997, respectively.


(7)    INCOME TAXES

       The components of income tax expense (benefit), excluding the income tax
       benefit related to extraordinary items, consists of the following:

<TABLE>
<CAPTION>
                                           SUCCESSOR                                       PREDECESSOR
                           -------------------------------------------     --------------------------------------------
                           YEAR ENDED APRIL 2,    FORTY-SEVEN WEEKS         SIX WEEKS ENDED      YEAR ENDED MARCH 28,
                                  1999              ENDED APRIL 3,               MAY 9,                  1997
                                                         1998                     1997
                           --------------------  ---------------------     -------------------   ----------------------
<S>                        <C>                   <C>                       <C>                   <C>
              Current:
                 Federal   $        --                  (264)                     (778)                1,668
                 State             308                   430                        50                   400
                           --------------------  ---------------------     -------------------   ----------------------

                                   308                   166                      (728)                2,068
                           --------------------  ---------------------     -------------------   ----------------------

              Deferred:
                 Federal        (3,274)               (1,170)                     (118)                 (158)
                 State              19                  (163)                       --                   (18)
                           --------------------  ---------------------     -------------------   ----------------------

                                (3,255)               (1,333)                     (118)                 (176)
                           --------------------  ---------------------     -------------------   ----------------------

                           $    (2,947)               (1,167)                     (846)                1,892
                           ====================  =====================     ===================   ======================
</TABLE>

       The Company recorded current tax benefits of $264 and $778 for the
       periods ended April 3, 1998 and May 9, 1997, respectively, relating to
       carrybacks of net operating losses to offset taxable income


                                      F-18
<PAGE>   42


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


       reported in prior years and were reflected in Federal income tax
       receivable. As of April 2, 1999, the Company has tax loss carryforwards
       of $9,280 and $1,850 that expire in 20 years and 14 years, respectively.

       A reconciliation of the "expected" income tax expense (benefit) using the
       U.S. federal corporate tax rate of 34% applied to income (loss) before
       income taxes and extraordinary loss compared to the actual income tax
       expense (benefit) follows:

<TABLE>
<CAPTION>
                                                                SUCCESSOR                PREDECESSOR
                                                         -----------------------      ------------------
                                                          APRIL 2,     APRIL 3,        MAY 9,  MARCH 28,
                                                            1999         1998          1997      1997
                                                         ----------   ----------      -------  ---------
<S>                                                      <C>          <C>             <C>      <C>
                    Provision at statutory rate              (5,523)      (1,880)        (836)     1,443
                    Amortization of goodwill                  1,108          464           13         96
                    Assets held for sale - goodwill
                       impairment                             1,100           --           --         --
                    Business meals and entertainment            131           71            7         30
                    State taxes, net of federal benefit         212          178           33        264
                    Other                                        25           --          (63)        59
                                                         ----------   ----------      -------  ---------

                    Total                                   $(2,947)      (1,167)        (846)     1,892
                                                         ==========   ==========      =======  =========
</TABLE>


       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                   SUCCESSOR
                                                              -------------------
                                                               APRIL 2,  APRIL 3,
                                                                 1999      1998
                                                              ---------  --------
<S>                                                           <C>        <C>
         Deferred tax assets:

             Net operating loss carryforward                  $   3,785       ---
             Insurance reserves                                     442       349
             Allowance for doubtful accounts                        939       797
             Employee benefits                                      921     1,206
             Retiree benefit obligation                             671       607
             Restructuring reserves                                 536     1,258
             Product warranty                                       345       532
             Other                                                  823       510
                                                              ---------  --------

                Total gross deferred tax assets                   8,462     5,259
                                                              ---------  --------
</TABLE>


                                      F-19
<PAGE>   43


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


<TABLE>
<CAPTION>
                                                      SUCCESSOR
                                                ---------------------
                                                APRIL 2,     APRIL 3,
                                                 1999         1998
                                                --------     --------
<S>                                             <C>          <C>
Deferred tax liabilities:
    Book-over-tax basis of inventory            $    447          110
    Property, plant and equipment                  7,885        9,079
    Assets held for sale                             309           --
    State deferred taxes                             402          382
    Other                                            324          252
                                                --------     --------

       Total gross deferred tax liabilities        9,367        9,823
                                                --------     --------

       Deferred tax liability                   $    905        4,564
                                                ========     ========
</TABLE>

       In assessing the realizability of deferred income tax assets, management
       considers whether it is more likely than not that some portion or all of
       the deferred income tax assets will not be realized. The ultimate
       realization of deferred tax assets is dependent upon the generation of
       future taxable income during the period in which those temporary
       differences become deductible. Based primarily upon the reversal of
       existing taxable temporary differences, management believes it is more
       likely than not that the Company will realize the benefits of these
       deductible differences.


(8)    ACCRUED EXPENSES

       Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                            SUCCESSOR
                                       -------------------
                                       APRIL 2,   APRIL 3,
                                         1999       1998
                                       --------   --------
<S>                                    <C>        <C>
Employee compensation and benefits     $ 4,906       5,193
Insurance                                1,301       1,027
Interest                                 4,070       4,685
Product warranty                           455         969
Sales incentives                           655         678
Restructuring reserves                   1,508       2,306
Other                                    3,572       2,392
                                       -------    --------

                                       $16,467      17,250
                                       =======    ========
</TABLE>


                                      F-20
<PAGE>   44



                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


(9)    RESTRUCTURING RESERVES

       In connection with the Transaction and the Acquisition, the Company
       established restructuring reserves relating to the closure of certain
       corporate and operational facilities in accordance with Emerging Issues
       Task Force (EITF) No. 95-3 Recognition of Liabilities in Connection with
       a Purchase Business Combination. Additionally, other restructuring
       reserves were established and charged to operations relating to closing
       and consolidation of certain facilities in accordance with EITF No. 94-3
       Liability Recognition for Certain Employee Termination Benefits and Other
       Costs to Exit an Activity. The reserve activity follows:

<TABLE>
<S>                                                             <C>
          Balance at May 9, 1997 (Predecessor)                  $    --
             Provisions:
                Transaction - increase in goodwill                3,151
                Acquisition - increase in goodwill                1,453
                Charged to statement of operations                1,044
             Cash payments                                       (1,948)
                                                                -------

          Balance at April 3, 1998                                3,700
                                                                -------

             Cash payments                                       (1,679)
             Reversals - included in income from operations        (446)
                                                                -------
          Balance at April 2, 1999                              $ 1,575
                                                                =======
</TABLE>

       At April 2, 1999, the remaining restructuring reserve relates primarily
       to lease commitments of which $1,508 is recorded in accrued expenses. The
       reversals included in income from operations result from actual amounts
       paid under the EITF No. 94-3 reserve differing from original estimates,
       including the Company subleasing a facility earlier than originally
       estimated.


(10)   EMPLOYEE SAVINGS AND POSTRETIREMENT BENEFIT PLANS

       The Company sponsors defined contribution retirement plans (401k)
       covering substantially all of its employees. Defined contribution expense
       for the plans was $872, $651, $41 and $599 for the year ended April 2,
       1999, the periods ended April 3, 1998 and May 9, 1997 and for the year
       ended March 28, 1997, respectively.

       The Company provides medical and life insurance benefits to retired
       employees and their dependents under an employer sponsored plan at one of
       its manufacturing facilities. The Company is self-insured for these costs
       and has no plan assets. Postretirement benefit cost under the plan for
       the year ended April 2, 1999 was $186, of which, $153, represents
       interest cost, $24 represents service cost and $9 represents actuarial
       gains and losses. The accumulated postretirement benefit obligation
       (APBO) of the Company as of April 2, 1999 and April 3, 1998 was $1,954
       and $2,070, respectively.


                                      F-21
<PAGE>   45



                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


       The decrease in the APBO results from actuarial gains of $238 and benefit
       payments of $55, partially offset by interest cost of $153 and service
       cost of $24. There are no material differences between the APBO and the
       accrued liability in the Company's consolidated financial statements.

       The APBO was determined using an assumed discount rate of 7 1/2%. The
       assumed medical cost trend rate is 9%, decreasing gradually to 5% over
       nine years. The effect of a 1% increase or decrease in the health care
       cost trend rate on the APBO would be $311 and $(295), respectively. The
       effect of a 1% increase or decrease on the service and interest cost
       components of net postretirement benefit cost would be immaterial.


(11)   INCENTIVE STOCK PLANS

       (a) STOCK OPTION PLAN - HOLDINGS

       Holdings adopted a Stock Option Plan (the Plan) on January 28, 1998 in
       order to provide incentives to certain officers and employees of the
       Company. The Plan authorizes the granting of up to 10% of the outstanding
       shares of Holdings. As of April 2, 1999, the Company had 100,848 shares
       authorized and approximately 11,223 available for grant. The options vest
       ratably over five years and expire ten years from the date of grant.

       For a period of one year after an employee's termination of employment
       for any reason, Holdings has the option to purchase any exercisable
       options from the employees at a price equal to the difference between
       fair market value of such shares and the exercise price. Any difference
       that may exist in the future between the fair market value and exercise
       price of $20 per share upon a cash settlement, will be charged to expense
       in the period that such options are settled.

       A summary of stock option activity during the period ended April 3, 1998
       and the year ended April 2, 1999 follows:


<TABLE>
<CAPTION>
                                              SHARES
                                            ----------
<S>                                         <C>
       Outstanding at May 9, 1997
         (Predecessor)                              --
            Granted                             69,663
                                            ----------
       Outstanding at April 3, 1998             69,663
          (No shares exercisable)
            Granted                             68,348
            Cancelled                          (48,386)
                                            ==========
       Outstanding at April 2, 1999
          (4,255 shares exercisable)            89,625
                                            ==========
</TABLE>


                                      F-22
<PAGE>   46


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


       The weighted average exercise price of all stock option activity during
       the year ended April 2, 1999 and the period ended April 3, 1998 was
       $20.00. The 4,255 shares that were exercisable at April 2, 1999 have a
       weighted average exercise price of $20.00 and a weighted averaged
       contractual life remaining of 9 years.

       The Company has adopted the disclosure only provisions of SFAS No. 123,
       Accounting for Stock-Based Compensation. Accordingly, no compensation
       cost has been recognized for the stock options granted. Had the Company
       determined compensation cost based on the fair value at the grant date
       for these stock options under SFAS No. 123, the Company's net loss would
       have been $(13,354) and $(4,834) for the year ended April 2, 1999 and
       period ended April 3, 1998, respectively.

       The fair value of each option grant is estimated on the date of grant
       using the Black-Scholes option-pricing model with the following weighted
       average assumptions: no dividend yield; expected volatility of 0%;
       risk-free interest rates of 5.58% to 6.67%; and expected lives of ten
       years. The weighted average fair value per share of the options granted
       during the year ended April 2, 1999 and the period ended April 3, 1998 is
       estimated to be $7.69 and $9.50, respectively.

(b)    INCENTIVE STOCK UNITS - PREDECESSOR

       The Company and certain officers and key executives (the Employees) had
       entered into separate Incentive Stock Units Agreements (the Units)
       whereby, upon the occurrence of certain transactions or events, the
       Employees were entitled to receive compensation based upon a prescribed
       formula. On May 9, 1997, such event occurred (see note 2) triggering the
       exercise of the Units. As a result, the Company recognized $3,200 of
       compensation expense related to the Units which is included in other
       expense for the six weeks ended May 9, 1997.


(12)   RELATED PARTY TRANSACTIONS

       The Company was charged $3,501, $1,283 and $39 by various related parties
       for the year ended April 2, 1999, and the periods ended April 3, 1998 and
       May 9, 1997, respectively, for management services and consulting fees.


(13)   COMMITMENTS AND CONTINGENCIES

       The Company is involved in various claims, suits, and complaints
       incidental to its business. In the opinion of management, these claims
       and legal proceedings will not have a material adverse effect on the
       Company's consolidated financial position, results of operations or
       liquidity.


                                      F-23
<PAGE>   47


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


       The Company is involved in negotiations with former shareholders of
       Care-Free relating to the final purchase price of the Acquisition. Such
       negotiations may result in reductions to the purchase price and related
       goodwill in future periods.

       As part of the Transaction, Holdings issued $9,800 of notes payable to
       the selling stockholders (Seller Notes). The Seller Notes are due May
       2007, with interest payable semi-annually at an interest rate of 10%.
       Holdings has the option to defer the scheduled interest payments. Such
       deferral causes the base interest rate of 10% on such scheduled payments
       to increase to 12%. The Seller Notes are unsecured. Such Seller Notes
       have not been "pushed-down" to the Company because the Company has not
       guaranteed or pledged its assets with respect to the Seller Notes. Future
       principal and interest payments on the Seller Notes are expected to be
       funded by the Company through the payment of common stock dividends. The
       Seller Notes are subject to covenants that, among other things, impose
       limitations on additional indebtedness, capital expenditures,
       investments, and restrict certain payments and distributions on Holdings
       and the Company. At April 2, 1999, the Company had complied with all
       covenants under the Seller Notes.


(14)   CONCENTRATIONS OF CREDIT RISK

       Concentrations of credit risk with respect to trade receivables are
       limited due to the Company's wide variety of customers and the many
       markets to which the Company's products are sold, as well as the many
       different geographic areas in which such customers and markets are
       located. As a result, at April 2, 1999, the Company does not believe it
       has any significant concentrations of credit risk. For the year ended
       April 2, 1999, one customer accounted for approximately 10.1% of net
       sales. For the periods ended April 3, 1998 and May 9, 1997, and the year
       ended March 28, 1997, no single customer accounted for more than 10% of
       net sales.


(15)   ASSETS HELD FOR SALE

       The Company has signed letters of intent for the sale of certain assets,
       primarily machinery, equipment and inventory, used in the manufacture and
       distribution of non-core products such as commercial windows and
       specialty glass. The expected date of closing on these sales is July
       1999. For purposes of the operating segment disclosure, these assets and
       their results of operations are included in the "other" segment. For the
       year ended April 2, 1999 and the period ended April 3, 1998, these assets
       generated approximately $19,866 and $17,763 in net sales and $3,757 and
       $3,907 in gross profit, respectively. The Company has recorded a loss of
       $3,170 in the statement of operations line item "other expenses, net" for
       the year ended April 2, 1999 related to the sale of these assets. The
       terms of the Company's Senior Credit Facility require approximately
       $4,000 of the proceeds from the sale of these assets to be used to reduce
       long-term maturities of debt.


                                      F-24
<PAGE>   48



                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


(16)  SEGMENT AND RELATED INFORMATION

       The Company currently manages its business by operating location and has
       identified its reportable segments based primarily upon the geographic
       region of the operating locations. The North region consists of three
       window manufacturing facilities. The South region consists of five
       window manufacturing facilities, three distribution centers and two
       extrusion operations. The North and South regions manufacture and
       distribute aluminum and vinyl windows for the new construction, repair
       and remodel, national home center chain, and manufactured housing
       markets. The Company also manufactures commercial windows and specialty
       glass (see note 15). These operations have been included in the "Other"
       segment for all periods presented.

       The Company's assets are all domiciled within the United States and its
       revenues are generated from sales to domestic customers. Net sales to
       external customers for the Company's primary product groups for the year
       ended April 2, 1999, the periods ended April 3, 1998 and May 9, 1997 and
       the year ended March 28, 1997 were $119,500, $109,700, $12,500 and
       $126,100 for aluminum products (including commercial window sales of
       $10,200, $7,700, $1,500, and $9,600) and $145,300, $46,600, $4,700, and
       $29,000 for vinyl products. Net sales to external customers for specialty
       glass and other non-core products (excluding commercial window sales) for
       the year ended April 2, 1999, the periods ended April 3, 1998 and May 9,
       1999 and the year ended March 28, 1997 were $16,900, $18,500, $2,900 and
       $19,300, respectively.

       The accounting policies of the business segments are the same as those
       described in the summary of significant accounting policies (see note
       1). Transactions between operating segments are either at cost or a
       predetermined mark-up percentages.

(a)   SEGMENT SALES

<TABLE>
<CAPTION>

                                           SUCCESSOR                        PREDECESSOR
                                   --------------------------        --------------------------
                                                  FORTY-SEVEN        SIX WEEKS
                                   YEAR ENDED     WEEKS ENDED          ENDED         YEAR ENDED
                                    APRIL 2,        APRIL 3,           MAY 9,        MARCH 28,
                                      1999           1998               1997            1997
                                   ----------     -----------        ---------       ----------
<S>                                 <C>              <C>               <C>             <C>
Segment net sales
    North
        External customers         $ 97,973           17,744             --               --
        Intersegment                  2,433             --               --               --
                                   --------         --------         --------         --------
        Total                       100,406           17,744             --               --

    South
        External customers          163,407          131,891           16,734          138,406
        Intersegment                    765              617               84              554
                                   --------         --------         --------         --------
        Total                       164,172          132,508           16,818          138,960

    Other
        External customers           20,357           25,134            3,361           35,995
        Intersegment                  2,716            3,353              475            4,679
                                   --------         --------         --------         --------
        Total                        23,073           28,487            3,836           40,674

                                   --------         --------         --------         --------
Consolidated net sales to
      external customers           $281,737          174,769           20,095          174,401
                                   ========         ========         ========         ========
</TABLE>


                                      F-25
<PAGE>   49


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)



(b)   SEGMENT PROFIT

       Segment profit represents total segment sales less the costs of goods
       sold.

<TABLE>
<CAPTION>

                                                 SUCCESSOR                         PREDECESSOR
                                       -----------------------------       ----------------------------
                                                         FORTY-SEVEN       SIX WEEKS
                                       YEAR ENDED        WEEKS ENDED         ENDED           YEAR ENDED
                                        APRIL 2,          APRIL 3,           MAY 9,           MARCH 28,
                                          1999              1998             1997               1997
                                       ----------        -----------       ---------         ----------
<S>                                      <C>               <C>                <C>              <C>
Segment profit
      North                            $ 26,025             3,907              --                --
      South                              36,419            31,429             4,558            36,894
      Other                               3,904             5,246               769             6,818
Inter-segment profit
    elimination                            (887)             (596)              (84)             (785)
                                       --------          --------          --------          --------
Total segment profit                     65,461            39,986             5,243            42,927
Selling, general and
    administrative expense               60,487            35,308             3,765            32,724
Restructuring charges                      (446)            1,044              --                --
Interest expense, net                    18,495             9,164               587             5,381
Other, net                                3,170              --               3,350               577
                                       --------          --------          --------          --------
Consolidated income
   (loss) before income
   taxes and extraordinary
   loss                                $(16,245)           (5,530)           (2,459)            4,245
                                       ========          ========          ========          ========
</TABLE>



(c)   SEGMENT DEPRECIATION AND AMORTIZATION EXPENSE

<TABLE>
<CAPTION>

                                                SUCCESSOR                        PREDECESSOR
                                       ----------------------------      ---------------------------
                                                        FORTY-SEVEN      SIX WEEKS
                                       YEAR ENDED       WEEKS ENDED        ENDED          YEAR ENDED
                                        APRIL 2,         APRIL 3,          MAY 9,          MARCH 28,
                                         1999              1998             1997             1997
                                       ----------------------------      ---------        ----------
<S>                                       <C>              <C>                <C>            <C>
Depreciation and
    amortization expense
      North                            $  2,851              323             --               --
      South                               5,684            4,215              314            2,667
      Other                                 422              417               51              643
                                       --------         --------         --------         --------
Total segment
   depreciation and
   amortization expense                   8,957            4,955              365            3,310
Corporate depreciation
   and amortization                       5,174            3,547              170            1,556
                                       --------         --------         --------         --------
Consolidated depreciation
   and amortization
   expense                             $ 14,131            8,502              535            4,866
                                       ========         ========         ========         ========
</TABLE>



(d)   SEGMENT ASSETS

       Segment assets consist primarily of fixed assets, inventory, and trade
       accounts receivable. The primary differences between segment assets and
       consolidated assets are goodwill, other intangibles, and fixed assets
       used in the Company's corporate operations.

<TABLE>
<CAPTION>

                                                     SUCCESSOR
                                       ----------------------------
                                                        FORTY-SEVEN
                                       YEAR ENDED       WEEKS ENDED
                                        APRIL 2,         APRIL 3,
                                          1999            1998
                                       ----------       -----------
<S>                                    <C>                <C>
Segment assets
      North                            $ 39,857           49,859
      South                              57,616           58,815
      Other                               5,096            6,847
                                       --------         --------
Total segment assets                    102,569          115,521
Corporate and intangible
   assets                               141,086          143,923
                                       --------         --------
Consolidated total assets              $243,655          259,444
                                       ========         ========
</TABLE>
                                      F-26
<PAGE>   50


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


(e)      SEGMENT CAPITAL EXPENDITURES

<TABLE>
<CAPTION>

                                                  SUCCESSOR                         PREDECESSOR
                                         ----------------------------      ---------------------------
                                                          FORTY-SEVEN      SIX WEEKS
                                         YEAR ENDED       WEEKS ENDED        ENDED          YEAR ENDED
                                          APRIL 2,          APRIL 3,         MAY 9,         MARCH 28,
                                            1999              1998            1997            1997
                                         ----------       -----------      ---------        ----------
<S>                                         <C>              <C>                <C>            <C>
Segment capital
    expenditures
      North                              $  1,789              137             --               --
      South                                 4,158            2,574              113            2,781
      Other                                   169              308               41              650
                                         --------         --------         --------         --------
Total segment capital
    expenditures                            6,116            3,019              154            3,431
Corporate                                   1,628              605               44               85
                                         --------         --------         --------         --------
Consolidated capital expenditures        $  7,744            3,624              198            3,516
                                         ========         ========         ========         ========
</TABLE>

(17)   GUARANTOR SUBSIDIARIES

       The following is condensed summarized financial information of the
       guarantor subsidiaries. Separate financial statements and other
       disclosures concerning such guarantor subsidiaries have not been
       presented because management has determined that such information would
       not provide relevant material additional information to users of the
       consolidated financial statements.



                                      F-27
<PAGE>   51


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)





<TABLE>
<CAPTION>
                                                                            SUCCESSOR
                                                                 -------------------------------
                                                                    APRIL 2,         APRIL 3,
                                                                      1999             1998
                                                                 --------------   --------------
<S>                                                              <C>              <C>
              Cash and cash equivalents                          $          677               --
              Accounts receivable, net                                   15,153           17,160
              Raw materials                                               7,199            7,921
              Finished product and work in process                        3,142            2,693
              Other current assets                                        3,074            5,862
              Property, plant and equipment, net                         33,349           32,717
              Intangible assets, net                                    102,245          105,290
                                                                 --------------   --------------

                         Total assets                            $      164,839          171,643
                                                                 ==============   ==============

              Accounts payable                                   $        6,457            7,452
              Accrued expenses                                            4,251            5,543
              Current portion of long-term debt                             624              887
              Long-term debt                                                400            1,180
              Other liabilities                                           2,301            4,678
              Intercompany payable                                       41,807           32,327
              Net equity                                                108,999          119,576
                                                                 --------------   --------------

                         Total liabilities and net equity        $      164,839          171,643
                                                                 ==============   ==============
</TABLE>


                                      F-28
<PAGE>   52


                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (In thousands of dollars)


<TABLE>
<CAPTION>
                                                     SUCCESSOR                    PREDECESSOR
                                             ------------------------      ------------------------
                                             APRIL 2,        APRIL 3,        MAY 9,       MARCH 28,
                                               1999           1998           1997           1997
                                             ---------      ---------      ---------      ---------
<S>                                          <C>            <C>            <C>            <C>
Net sales                                    $ 173,566         74,066          7,358         61,913
Cost of products sold                          136,654         61,674          6,149         53,809
Selling, general, and administrative            44,780         17,667          2,916         13,889
Interest expense                                 2,965          1,315            125          1,413
Income tax benefit                              (2,175)        (2,201)          (620)        (2,438)
                                             ---------      ---------      ---------      ---------

Net loss                                     $  (8,658)        (4,389)        (1,212)        (4,760)
                                             =========      =========      =========      =========

Net cash provided by (used) in operating
    activities                               $   1,227         (4,243)           609         (7,917)
Net cash used in investing activities           (2,821)        (1,163)           (11)          (922)
Net cash provided by (used in) financing
    activities                                   2,271          5,111           (347)         8,776
                                             ---------      ---------      ---------      ---------

Increase (decrease) in cash and cash
     equivalents                             $     677           (295)           251            (63)
                                             =========      =========      =========      =========
</TABLE>


                                      F-29
<PAGE>   53


                                   SIGNATURES

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

Date:  July 1, 1999                         RELIANT BUILDING PRODUCTS, INC.

                                            By: /s/ Virgil D. Lowe
                                               --------------------------------
                                                Virgil D. Lowe, Vice President

                                POWER OF ATTORNEY

      We, the undersigned directors and officers of Reliant Building Products,
Inc., hereby appoint Fred S. Grunewald and Virgil D. Lowe, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities indicated below, which said
attorneys and agents, and each of them, may deem necessary or advisable to
enable such corporation to comply with the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Annual Report on Form 10-K,
including, without limitation, power and authority to sign for us, or any of us,
in our names in the capacities indicated below, any and all amendments hereto,
and we hereby ratify and confirm that such attorneys and agents, or each of
them, shall do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
Signature                                              Title                              Date
---------                                              -----                              ----
<S>                                                    <C>                                <C>
/s/ FRED S. GRUNEWALD                      Chairman, President and Chief                  July 1, 1999
----------------------                     Executive Officer
Fred S. Grunewald

/s/ VIRGIL D. LOWE                         Director and Chief Financial                   July 1, 1999
-----------------------------              Officer (Principal Financial and
Virgil D. Lowe                             Accounting Officer)

/s/  BRADFORD E. BERNSTEIN                 Director                                       July 1, 1999
-----------------------------
Bradford E. Bernstein

/s/ MICHAEL L. GEORGE                      Director                                       July 1, 1999
-----------------------------
Michael L. George

/s/ STEVEN B. GRUBER                       Director                                       July 1,  1999
-----------------------------
Steven B. Gruber

/s/ ROBERT B. HENSKE                       Director                                       July 1, 1999
-----------------------------
Robert B. Henske

/s/ JAMES M. PATELL                        Director                                       July 1, 1999
-----------------------------
James M. Patell
</TABLE>



<PAGE>   54


      SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

      No annual report to security holders covering the Registrant's last fiscal
year and no proxy statement, form of proxy or other soliciting material with
respect to any annual or other meeting of security holders has been sent to
security holders of the Registrant.


<PAGE>   55


                                                                     Schedule II

                         RELIANT BUILDING PRODUCTS, INC.
                                AND SUBSIDIARIES

                        Valuation and Qualifying Accounts

                            (In thousands of dollars)




<TABLE>
<CAPTION>

                                                                    Additions Charged to:

                                                 Balance at        Costs                                       Balance
                                                 beginning          and           Other                        at end of
           Description                           of period        expenses         (1)         Deductions       period
           -----------                           ----------       --------        -----        ----------      ---------
<S>                                              <C>              <C>             <C>          <C>             <C>
Allowance for doubtful accounts:
   Year ended March 28, 1997
     - Predecessor                                    1,637            214           --              (542)         1,309
   Six weeks ended May 9, 1997
     - Predecessor                                    1,309             97           --               (66)         1,340
   Forty-seven weeks ended April 3, 1998
     - Successor                                      1,340            380        1,594              (979)         2,335
   Year ended April 2, 1999
     - Successor                                      2,335          1,684           --            (1,302)         2,717

Reserve for inventory obsolescence:
      Year ended March 28, 1997
     - Predecessor                                       56             43           --                --             99
   Six weeks ended May 9, 1997
     - Predecessor                                       99             23           --                (3)           119
   Forty-seven weeks ended April 3, 1998
     - Successor                                        119            318          700              (350)           787
   Year ended April 2, 1999
     - Successor                                        787          1,404           --              (505)         1,686
</TABLE>

(1) Represents the acquisition balances at the date of the Care-Free
acquisition.


                                      S-1
<PAGE>   56



EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit         Description
-------         -----------
<S>             <C>
2.1             Stock Purchase Agreement dated as of March 27, 1997 by and between the Stockholders named therein
                and Reliant Partners, L.P.*

2.2             First Amendment to Stock Purchase Agreement dated as of May 9, 1997 by and between Reliant
                Partners, L.P., Reliant Partners II, L.P., David G. Fiore, Virgil D. Lowe, Jack L. Morris, Rodney
                Vickers, Charles E. Still and James R. Trigg, Jr. and the Stockholders named herein*

2.3             Stock Purchase Agreement dated December 17, 1997 between Reliant
                Building Products, Inc. as "Buyer" and the Stockholders, Warrant
                Holders, and Option Holders of CFA Holding Company as "Sellers"
                (incorporated by reference from the Company's Quarterly Report
                on Form 10-Q for the quarterly period ended December 26, 1997)

3.1             Restated Certificate of Incorporation of Reliant Building Products, Inc.*

3.2             Certificate of Amendment to Certificate of Incorporation of Reliant Building Products, Inc. filed
                September 7, 1993*

3.3             Certificate of Amendment to Certificate of Incorporation of Reliant Building Products, Inc. filed
                May 8, 1997*

3.4             Bylaws of Redman Building Products, Inc.*

4.1             Indenture dated as of May 9, 1997, between the Company, the Guarantors and Bank One, Columbus NA,
                as Trustee, relating to the Notes.*

4.2             Form of 10 7/8% Senior Subordinated Notes due 2004, Series B (included in Exhibit 4.1)*

10.1            Stockholders Agreement dated as of May 9, 1997 by and among RBPI Holding Corporation and the
                Stockholders named therein*

10.2            Registration Rights Agreement date as of May 9, 1997 by and among RBPI Holding Corporation and
                the Stockholders named therein*

10.3            Consulting Agreement dated as of May 9, 1997 by and between the Company and George Group, Inc.*

10.4            Acquisition Advisory Services Fee Letter dated March 27, 1997 by and between       RBPI Holding
                Corporation and George Group Inc.*

10.5            Employment Agreement dated as of April 1, 1997 by and between the Company and David G. Fiore*

10.6            Employment Agreement dated as of March 31, 1994 by and between the Company and Virgil D. Lowe*

10.7            RBPI Holding Corporation Nonqualified Stock Option Plan*

10.9            Credit Agreement dated January 28, 1998 between RBPI Holding Corporation and Reliant Building
                Products, Inc. as "Borrower," Canadian Imperial Bank of Commerce as "Documentation Agent,"
                and The Chase Manhattan Bank as "Administrative Agent"
</TABLE>


                                      E-1
<PAGE>   57


<TABLE>
<S>             <C>
                (incorporated by reference from the Company's Quarterly Report
                on Form 10-Q for the quarterly period ended December 26, 1997)

10.10           Guarantee and Collateral Agreement between RBPI Holding
                Corporation and Reliant Building Products, Inc. as "Borrower"
                and The Chase Manhattan Bank as "Administrative Agent."
                (incorporated by reference from the Company's Quarterly Report
                on Form 10-Q for the quarterly period ended December 26, 1997)

10.11           Employment Agreement dated as of April 30, 1998 by and between
                the Company and Tom M. Seymour

10.12           Employment Agreement dated as of October 16, 1998 by and between
                the Company and Fred S. Grunewald

10.13           Amendment and Waiver dated March 30, 1999 to the Credit
                Agreement dated January 28, 1998 between RBPI Holding
                Corporation and Reliant Building Products, Inc. as "Borrower,"
                Canadian Imperial Bank of Commerce as "Documentation Agent," and
                The Chase Manhattan Bank as "Administrative Agent"

21.1            Subsidiaries of the Company

24.1            Power of Attorney (included on signature page)

27.1            Financial Data Schedule
</TABLE>



*     Incorporated by reference from the Registrant's Registration Statement on
      Form S-4, Registration No. 333-30699, dated July 2, 1997.


                                      E-2