If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Clayton, Dubilier & Rice Fund VIII, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
22,744,823 (see Item 5)(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
22,744,823 (see Item 5)(1)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,744,823 (see Item 5)(1)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
18.22%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
(1)
|
Clayton, Dubilier & Rice Fund VIII, L.P. (Fund VIII) holds 22,744,823 shares of common
stock, par value $0.01 per share (Common Stock and shares thereof, the Common Shares), of NCI Building Systems, Inc., a Delaware corporation (the Company or the Issuer). Fund VIIIs voting
percentage is 18.22%, calculated based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to the consummation of the merger, pursuant to which Ply Gem Parent, LLC, a Delaware limited liability company
(Ply Gem) merged with and into the Company, with the Company continuing its existence as a corporation organized under the laws of the State of Delaware (the Merger) and the issuance in the Merger (the Stock
Issuance) of 58,709,067 shares of Common Stock, in the aggregate, on a pro rata basis, to the holders of all of the equity interests in Ply Gem.
|
(2)
|
Fund VIII may be deemed to be part of a group with other entities that are part of the CD&R Investor Group
(as defined in the New Stockholders Agreement), as described in Items 4 and 6 below but Fund VIII disclaims beneficial ownership of the Common Shares held by such persons.
|
(3)
|
Based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to
the consummation of the Merger and the Stock Issuance.
|
2
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
CD&R Friends & Family Fund VIII, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
56,940 (see Item 5)(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
56,940 (see Item 5)(1)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,940 (see Item 5)(1)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.05%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
(1)
|
CD&R Friends & Family Fund VIII, L.P. (F&F Fund VIII) holds 56,940 shares of
Common Stock of the Issuer. F&F Fund VIIIs voting percentage is 0.05%, calculated based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to the consummation of the Merger and the Stock
Issuance.
|
(2)
|
F&F Fund VIII may be deemed to be part of a group with other entities that are part of the CD&R
Investor Group, as described in Items 4 and 6 below but F&F Fund VIII disclaims beneficial ownership of the Common Shares held by such persons.
|
(3)
|
Based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to
the consummation of the Merger and the Stock Issuance.
|
3
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
CD&R Associates VIII, Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
22,801,763 (see Item 5)(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
22,801,763 (see Item 5)(1)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,801,763 (see Item 5)(1)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
18.26%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IA; CO
|
(1)
|
CD&R Associates VIII, Ltd. may be deemed to beneficially own Common Shares of the Issuer because it is the
general partner of Fund VIII and F&F Fund VIII (the CD&R Funds). The CD&R Funds hold 22,801,763 shares of Common Stock. The CD&R Funds voting percentage is 18.26%, calculated based on 124,842,074 shares of Common
Stock outstanding as of November 16, 2018, after giving effect to the consummation of the Merger and the Stock Issuance.
|
(2)
|
CD&R Associates VIII, Ltd. may be deemed to be part of a group with other entities that are part of the
CD&R Investor Group, as described in Items 4 and 6 below but CD&R Associates VIII, Ltd. disclaims beneficial ownership of the Common Shares held by such persons.
|
(3)
|
Based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to
the consummation of the Merger and the Stock Issuance.
|
4
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
CD&R Associates VIII, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
22,801,763 (see Item 5)(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
22,801,763 (see Item 5)(1)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,801,763 (see Item 5)(1)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
18.26%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
(1)
|
CD&R Associates VIII, L.P. may be deemed to beneficially own Common Shares of the Issuer because it is the
sole shareholder of CD&R Associates VIII, Ltd., the general partner of the CD&R Funds. The CD&R Funds hold 22,801,763 shares of Common Stock. The CD&R Funds voting percentage is 18.26%, calculated based on 124,842,074 shares of
Common Stock outstanding as of November 16, 2018, after giving effect to the consummation of the Merger and the Stock Issuance.
|
(2)
|
CD&R Associates VIII, Ltd. may be deemed to be part of a group with other entities that are part of the
CD&R Investor Group, as described in Items 4 and 6 below but CD&R Associates VIII, Ltd. disclaims beneficial ownership of the Common Shares held by such persons.
|
(3)
|
Based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to
the consummation of the Merger and the Stock Issuance.
|
5
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
CD&R Investment Associates VIII, Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
22,801,763 (see Item 5)(1)(2)
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
22,801,763 (see Item 5)(1)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,801,763 (see Item 5)(1)
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
18.26%(3)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
|
(1)
|
CD&R Investment Associates VIII, Ltd. may be deemed to beneficially own Common Shares of the Issuer because
it is the general partner of CD&R Associates VIII, L.P., which is the sole shareholder of CD&R Associates VIII, Ltd., the general partner of the CD&R Funds. The CD&R Funds hold 22,801,763 shares of Common Stock. The CD&R
Funds voting percentage is 18.26%, calculated based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to the consummation of the Merger and the Stock Issuance.
|
(2)
|
CD&R Investment Associates VIII, Ltd. may be deemed to be part of a group with other entities that are part
of the CD&R Investor Group, as described in Items 4 and 6 below but CD&R Investment Associates VIII, Ltd. disclaims beneficial ownership of the Common Shares held by such persons.
|
(3)
|
Based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to
the consummation of the Merger and the Stock Issuance.
|
6
Explanatory Note
This Amendment No. 14 to Schedule 13D (this Amendment No. 14) amends and supplements the Schedule 13D originally filed with the United
States Securities and Exchange Commission (the SEC) on October 30, 2009 (the Initial Statement), as amended prior to the date hereof (as so amended, the Statement). This Amendment No. 14 is being filed
on behalf of the reporting persons (the Reporting Persons) identified on the cover pages of this Amendment No. 14 to report the entry by Fund VIII and F&F Fund VIII, pursuant to the terms of the Agreement and Plan of Merger (the
Merger Agreement), dated as of July 17, 2018 among the Company, Ply Gem Parent, LLC, a Delaware limited liability company (Ply Gem), and for certain limited purposes set forth in the Merger Agreement, Clayton,
Dubilier & Rice, LLC, a Delaware limited liability company (the Sponsor), into (
i
) a stockholders agreement (the New Stockholders Agreement), dated November 16, 2018, between the Company and each of
Fund VIII, F&F Fund VIII, CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (CD&R Pisces and, together with Fund VIII and F&F Fund VIII, individually, the CD&R Investors and
collectively, the CD&R Investor Group), Atrium Intermediate Holdings, LLC, a Delaware limited liability company (Atrium), GGC BP Holdings, LLC, a Delaware limited liability company (GGC), and AIC Finance
Partnership, L.P., a Cayman Islands exempted limited partnership (AIC, and together with Atrium and GGC, individually, the Golden Gate Investors, and, collectively, the Golden Gate Investor Group, and together
with the CD&R Investor Group, the Investors) and (
ii
) a registration rights agreement (the New Registration Rights Agreement), dated November 16, 2018, by and among the Company, Fund VIII, F&F Fund
VIII, CD&R Pisces, Atrium, GGC and AIC.
Pursuant to the terms of the Merger Agreement, following a Special Meeting of the Companys shareholders
held on November 15, 2018 (the Special Shareholder Meeting), the Companys shareholders approved (
i
) the Merger Agreement and (
ii
) and the Stock Issuance. The Companys shareholders also approved
the three additional proposals described in the Corporations proxy statement relating to the Special Shareholder Meeting. The Merger was consummated on November 16, 2018.
Item 1. Security and Issuer
Item 1 is hereby
amended by adding the following:
The Issuers principal executive offices are located at 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513.
Item 2. Identity and Background
The agreement
among the Reporting Persons relating to the joint filing of this Amendment No. 14 is attached as Exhibit 1 hereto.
Item 4. Purposes of the
Transaction.
Item 4 is hereby amended and supplemented by adding the following:
The Merger
On November 16, 2018, the Merger was
consummated and the Stock Issuance occurred pursuant to the terms of the Merger Agreement.
7
New Stockholders Agreement
Pursuant to the terms of the Merger Agreement, prior to, and as a condition to the consummation of, the Merger, on November 16, 2018, the Company entered
into the New Stockholders Agreement with each of Fund VIII, F&F Fund VIII, CD&R Pisces, Atrium, GGC, and AIC. Pursuant to the New Stockholders Agreement, among other matters, the CD&R Investor Group is entitled to nominate for election,
fill vacancies and appoint five out of twelve initial members of NCIs board of directors (the
Board
) and, thereafter, so long as the CD&R Investor Group beneficially owns at least 7.5% of the outstanding shares of Common
Stock, to nominate for election, fill vacancies and appoint replacements for a number of Board members in proportion to the CD&R Investor Groups percentage beneficial ownership of outstanding Common Stock, but never to exceed one less than
the number of independent,
non-CD&R-affiliated
directors serving on the Board (such Board designees,
CD&R Investor Directors
). The New
Stockholders Agreement contains voting agreements between the Company and each of the Investors, including the requirement that each Investor vote all of the shares of Common Stock that it beneficially owns (a) in favor of all director
nominees, other than CD&R Investor Nominees or director nominees proposed by a Golden Gate Investor, nominated by the Board for election by the stockholders of the Company in accordance with the terms of the New Stockholders Agreement and the
Sixth Amended and Restated
By-laws
of the Company, (b) as recommended by the Board, on any and all (i) proposals relating to or concerning compensation or equity incentives for directors, officers or
employees of the Company adopted in the ordinary course of business consistent with past practice, (ii) proposals by stockholders of the Company, other than a proposal by a CD&R Investor or a Golden Gate Investor, and (iii) proposals
the subject matter of which is a CD&R Investor Consent Action (as defined in the New Stockholders Agreement), provided that, in respect of clauses (i) and (iii) only, that the Boards recommendation is consistent with the CD&R
Investor Groups exercise of its consent rights provided in the New Stockholders Agreement, and (c) not in favor of any transaction constituting, or that would result in, a Change of Control (as defined in the New Stockholders Agreement)
that has not been approved by a majority of the Independent
Non-CD&R
Investor Directors (as defined in the New Stockholders Agreement), if the per share consideration to be received by any CD&R
Investor or Golden Gate Investor in connection with such transaction is not equal to, and in the same form as, the
per-share
consideration to be received by the shareholders not affiliated with the Investors.
Each CD&R Investor and each Golden Gate Investor will also have preemptive rights to subscribe for any equity securities the Company proposes to
issue in accordance with each Investors percentage beneficial ownership of Common Stock, subject to customary exceptions. The CD&R Investors and the Golden Gate Investors have each agreed, among other things, that until such time that
their respective percentage beneficial ownership of the outstanding Common Stock falls below 10% and stays below such threshold for a period of six months, to be subject to standstill, voting and transfer restrictions and limitations, including a
prohibition on transferring Common Stock to any third party or group that beneficially owns, or would, after giving effect to such transfer, beneficially own 10% or more of Common Stock outstanding.
Pursuant to the New Stockholders Agreement, Fund VIII, F&F Fund VIII and the Company agreed to terminate the Stockholders Agreement, by and among the
Company, Fund VIII and F&F Fund VIII, dated as of October 20, 2009 and such agreement is no longer in effect.
The New Stockholders Agreement is
attached as Exhibit 10.1 to the Current Report on Form
8-K,
filed by Company on November 20, 2018 and is incorporated herein by reference. The foregoing description of the New Stockholders Agreement does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
New Registration Rights Agreement
Pursuant to the terms of the Merger Agreement, prior to, and as a condition to the consummation of, the Merger, on November 16, 2018, the Company entered
into a registration rights agreement (the New Registration Rights Agreement) with the Investors, pursuant to which the Company granted the Investors customary demand and piggyback registration rights with respect to the shares of Common
Stock that are held by the Investors.
Pursuant to the terms of the New Registration Rights Agreement, Fund VIII, F&F Fund VIII and the Company
terminated the Registration Rights Agreement, dated as of October 20, 2009, by and among the Company, Fund VIII and F&F Fund VIII and such agreement is no longer in effect.
The New Registration Rights Agreement is attached as Exhibit 10.2 to the Current Report on Form
8-K,
filed by Company
on November 20, 2018 and is incorporated herein by reference. The foregoing description of the New Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
8
Appointment of Messrs. Krenicki and OBrien to the Board of Directors of the Company
Donald R. Riley, James Berges and William R. VanArsdale each resigned from the Board, effective upon the consummation of the Merger, thereby creating three
vacant seats on the Board. The CD&R Investor Group communicated to the Board its desire to fill the vacant Board seats and appoint Mr. John Krenicki and Mr. Timothy OBrien as CD&R Investor Directors. On November 16,
2018, Messrs. John Krenicki and Timothy OBrien were appointed to the Board and designated as CD&R Investor Directors, thereby filling two out of the three vacant Board seats. Pursuant to, and subject to the requirements of, the New
Stockholders Agreement, the CD&R Investor Group is entitled to nominate for election, fill vacancies and appoint five out of twelve initial members of the Companys Board, which entitles the CD&R Investor group to fill the one remaining
vacant Board seat by appointing an additional CD&R Investor Director.
Item 5. Interest in the Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
As of the date hereof, each of the Reporting Persons beneficially owns the number and percentage of Shares of the Company then issued and outstanding listed
opposite its name:
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Shares Beneficially Owned
|
|
|
Number
|
|
|
Percent (1)
|
|
Clayton, Dubilier & Rice Fund VIII, L.P.
|
|
|
22,744,823
|
|
|
|
18.22
|
%
|
Clayton, Dubilier & Rice Friends & Family Fund VIII, L.P.
|
|
|
56,940
|
|
|
|
0.05
|
%
|
CD&R Associates VIII, Ltd.
|
|
|
22,801,763
|
|
|
|
18.26
|
%
|
CD&R Associates VIII, L.P.
|
|
|
22,801,763
|
|
|
|
18.26
|
%
|
CD&R Investment Associates VIII, Ltd.
|
|
|
22,801,763
|
|
|
|
18.26
|
%
|
(1)
|
Based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to
the consummation of the Merger and the Stock Issuance.
|
Amounts set forth in this Amendment No. 14 do not include certain shares of
Common Stock issued to the Sponsor, as assignee of director compensation payable to certain members of the Board who are affiliated with the CD&R Funds.
Investment and voting decisions with respect to the shares of the Issuers Common Stock held by each of the CD&R Funds are made by an investment
committee of limited partners of CD&R Associates VIII, L.P., currently consisting of more than ten individuals (the Investment Committee). All members of the Investment Committee disclaim beneficial ownership of the shares of Common
Stock shown as beneficially owned by the CD&R Funds.
Each of CD&R Associates VIII, L.P., CD&R Associates VIII, Ltd. and CD&R Investment
Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares held by the CD&R Funds and by the Sponsor and the restricted shares and restricted stock units held by the Sponsor as assignees of director compensation payable to
Messrs. Berges, Krenicki, OBrien, Sleeper and Zrebiec. The CD&R Funds expressly disclaim beneficial ownership of the restricted shares and restricted stock units held by the Sponsor as assignees of director compensation payable to Messrs.
Berges, Krenicki, OBrien, Sleeper and Zrebiec. The Sponsor expressly disclaims beneficial ownership of the shares held by the Investors.
(c) The
information set forth in Item 4 is incorporated by reference herein in response to this Item 5(c).
9
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended by inserting the following information:
The information set forth in Item 4 above is hereby incorporated by reference in response to Item 6.
Item 7. Material to be filed as exhibits.
Item 7 is
hereby amended and supplemented by adding the following:
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
1
|
|
Joint Filing Agreement, dated as of November 20, 2018 by and between Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Associates VIII, Ltd., CD&R Associates
VIII, L.P. and CD&R Investment Associates VIII, Ltd.
|
|
|
10.1
|
|
Stockholders Agreement, dated November 16, 2018, by and among NCI Building Systems, Inc., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Pisces Holdings, L.P.,
Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC and AIC Finance Partnership, L.P., incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K,
filed by NCI Building Systems, Inc. on
November 20, 2018
|
|
|
10.2
|
|
Registration Rights Agreement, dated November 16, 2018, by and among NCI Building Systems, Inc., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Pisces Holdings,
L.P., Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC and AIC Finance Partnership, L.P., incorporated by reference to Exhibit 10.2 to the Current Report on Form
8-K,
filed by NCI Building Systems, Inc.
on November 20, 2018
|
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 20, 2018
|
|
|
|
|
CLAYTON, DUBILIER & RICE FUND VIII, L.P.
|
|
|
By:
|
|
CD&R Associates VIII, Ltd.,
its
general partner
|
|
|
By:
|
|
/s/ Theresa A. Gore
|
|
|
Name:
|
|
Theresa A. Gore
|
|
|
Title:
|
|
Vice President, Treasurer and
Assistant
Secretary
|
|
CD&R FRIENDS & FAMILY FUND VIII, L.P.
|
|
|
By:
|
|
CD&R Associates VIII, Ltd.,
its
general partner
|
|
|
By:
|
|
/s/ Theresa A. Gore
|
|
|
Name:
|
|
Theresa A. Gore
|
|
|
Title:
|
|
Vice President, Treasurer and
Assistant
Secretary
|
|
CD&R ASSOCIATES VIII, LTD.
|
|
|
By:
|
|
/s/ Theresa A. Gore
|
|
|
Name:
|
|
Theresa A. Gore
|
|
|
Title:
|
|
Vice President, Treasurer and
Assistant
Secretary
|
|
CD&R ASSOCIATES VIII, L.P.
|
|
|
By:
|
|
CD&R Investment Associates VIII, Ltd.,
its general partner
|
|
|
By:
|
|
/s/ Theresa A. Gore
|
|
|
Name:
|
|
Theresa A. Gore
|
|
|
Title:
|
|
Vice President, Treasurer and
Assistant
Secretary
|
|
CD&R INVESTMENT ASSOCIATES VIII, LTD.
|
|
|
By:
|
|
/s/ Theresa A. Gore
|
|
|
Name:
|
|
Theresa A. Gore
|
|
|
Title:
|
|
Vice President, Treasurer and
Assistant
Secretary
|
11