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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2003

or

For the transition period from              to             

COMMISSION FILE NUMBER 33-26991

AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.

(Exact name of Registrant as specified in its charter)

608-362-7777

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The Registrant is filing this report pursuant to certain of its indenture obligations and not as required under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Table of Contents

PART I

ITEM 1. BUSINESS

General

American Builders & Contractors Supply Co., Inc. (the Company or ABC) is a distributor of exterior building products and is the largest wholesale distributor of roofing products and one of the largest wholesale distributors of vinyl siding materials in the United States, operating 259 distribution centers located in 43 states and the District of Columbia. ABC provides its customers with access to what it believes to be the largest selection of roofing and vinyl siding materials in the industry and with a knowledgeable staff capable of providing product specific information, delivery capabilities to the job site, as well as credit services and marketing support. For the year ended December 31, 2003, the Company generated net sales of $1.8 billion.

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

ABC was founded in 1982 by Kenneth A. Hendricks, the stockholder, Chief Executive Officer and Chairman of the Board, who as the owner of a successful roofing business, saw a market for the Company’s services. Since its inception, ABC has experienced significant growth. The Company’s net sales have increased from $1.2 billion for the year ended December 31, 1999 to $1.8 billion for the year ended December 31, 2003, representing a compound annual growth rate of 8.4%. In addition, comparable distribution center sales have grown at an average annual rate of 5.1% over the same period.

Products, Customers and Markets

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

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

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

Low slope roofing products and accessories. The Company distributes a broad selection of modified bitumen, EPDM, hypalon, PVC, TPO, other rolled roofing, felts, coatings, asphalt, flashings, vents, fasteners, roof insulation and other roofing products to commercial roofing contractors. Principal brands of commercial roofing products include Atlas^®, CertainTeed^®, Firestone^®, GAF^®, Johns Manville^®, Mule-Hide^®, and US Intec^®. Mule-Hide, a wholly owned subsidiary, primarily sells its private label roofing systems through ABC’s distribution centers.

Siding products and accessories. The Company distributes a broad selection of siding products to siding contractors. The Company’s siding products consist primarily of vinyl siding, soffits and accessories and, to a lesser extent, gutters, fiber cement, aluminum and wood siding. Principal vinyl siding brands include Alcoa^®, Amcraft^®, CertainTeed^®, Mastic^®, and Wolverine^®. Amcraft, a wholly owned subsidiary, exclusively sells its private label siding and accessories through ABC’s distribution centers.

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Windows and accessories. The Company distributes a broad selection of window products and accessories to residential window installers, including vinyl, wood and aluminum window frames and single, double and triple glazed windows. Principal window brands include CertainTeed^®, Weather-Shield^®, and Amcraft^®. Amcraft exclusively sells its private label windows and accessories through ABC’s distribution centers.

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

The following table sets forth certain information regarding the Company’s net sales by product for the years ended December 31, 2003, 2002 and 2001:

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

Sales and Marketing

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

Distribution Center Operations

The Company operates 259 local distribution centers located in 43 states and the District of Columbia. Since January 1, 2001 the Company has opened 39 distribution centers, closed 13 distribution centers and acquired an additional 62 distribution centers, while consolidating 29 distribution centers in connection with its selective acquisition program. A typical distribution center consists of showroom space, office space, warehouse and receiving space, secure outdoor holding space and a loading dock. ABC’s distribution centers range in size from approximately 2,000 to approximately 110,000 square feet, with a typical size of approximately 40,000 square feet.

Each location is managed by a distribution center manager who oversees the center’s employees, including various sales and office personnel, as well as delivery and warehouse personnel. The Company requires that each distribution center develop a core merchandising strategy, but allows each distribution center manager under the direction of the region staff and national director of merchandising to alter the product mix of a given center to meet local market demands. Distribution center employees’ bonus levels are largely driven by location profitability. The Company believes its incentive programs have contributed significantly to its growth and have helped it to achieve an average annual growth rate of comparable distribution center sales of 5.1% over the past five years.

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

Competition

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

Purchasing

ABC purchases its products directly from a wide variety of manufacturers, including GAF, Elk Corporation of America, Tamko, CertainTeed, Owens-Corning Fiberglass Corporation, Johns Manville Corporation and Alcoa Building Products, Inc. Payment, discount and volume purchase programs are negotiated directly by the Company with its major suppliers, with a significant portion of the Company’s purchases made from suppliers offering these programs. The Company believes it is the largest or a significant customer to many of its primary suppliers, and, as a result, is able to negotiate volume discounts and other favorable terms. At 14.0% of the Company’s 2003 product purchases, GAF (including its subsidiaries, U.S. Intec and Leatherback) was the only supplier which represented more than 10% of the Company’s total purchases. The Company typically purchases its products from manufacturers pursuant to individual purchase orders, and does not generally enter into long-term contracts for the purchase of products.

Seasonality

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

Employees

As of December 31, 2003, the Company employed 4,024 full-time and 104 part-time employees, of whom 34 were members of unions. The Company’s collective bargaining agreements with its unions expire on various dates, from April 2004 through June 2006. The Company believes that its relations with its employees are good.

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Environmental Matters

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

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

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

ITEM 2. PROPERTIES

The Company operates both owned and leased branches in 43 states and the District of Columbia. Its facilities range in size from approximately 2,000 to 110,000 square feet. This building space is used for warehousing and distribution purposes and, to a lesser extent, for sales and administrative purposes. The Company owns a 118,000 square foot office building where its corporate offices are located in Beloit, Wisconsin. The Company believes its facilities are adequately maintained and utilized and are suitable for the purposes for which they are used. See Note 5 to the Consolidated Financial Statements of the Company for a summary of payments due under the Company’s leases.

The following table sets forth the geographical location of the Company’s distribution centers as of December 31, 2003:

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to various litigation matters incidental to the conduct of its business. The Company does not believe that the outcome of any of the matters in which it is currently involved will have a material adverse effect on its financial condition or results of operations.

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

There were no matters submitted to a vote of security holders during 2003.

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PART II

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

There is no public market for the stock of the Company. There was one holder of record of the Company’s common stock as of December 31, 2003.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth the selected consolidated financial information of the Company for each of the five years in the period ended December 31, 2003. The information contained in the following table should be read in conjunction with, and is qualified in its entirety by reference to, the information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s audited consolidated financial statements and related notes included elsewhere in this report.

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

Results of Operations

The following table summarizes the Company’s historical results of operations as a percentage of net sales for each of the three years ended December 31, 2003:

Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002

Net sales for the year ended December 31, 2003 increased by 25.8%, or $367.8 million in 2003 to $1.8 billion primarily as a result of the 2002 acquisition activity. Comparable distribution center sales increased by 9.9% in 2003. The increase in comparable distribution center sales is due to increases in volume.

Gross profit for the year ended December 31, 2003 increased by 26.2% in 2003 to $466.4 million from $369.6 million in 2002, as a result of increased sales. Gross profit as a percentage of net sales in 2003 increased to 26.0% from 25.9% in 2002.

Operating expenses for the year ended December 31, 2003 increased by 22.3% in 2003 to $382.6 million from $312.8 million in 2002. As a percentage of net sales, operating expenses decreased to 21.4% in 2003 from 21.9% in 2002. The decrease in operating expenses as a percentage of net sales is primarily due to the Company’s ability to administer continued growth without incrementally increasing operating expenses at its distribution centers, as well as at the corporate and regional levels.

Amortization of intangible assets remained level at $0.4 million in 2003 and 2002.

Interest expense increased by $0.8 million to $15.8 million in 2003 from $15.0 million in 2002. The increase is primarily due to an increase in the Company’s average borrowings during the year, being partially offset by decreased rates on the Company’s LIBOR based borrowings.

Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

Net sales for the year ended December 31, 2002 increased by 3.1%, or $43.2 million in 2002 to $1.42 billion as a result of an increase in the number of distribution center locations. Comparable distribution center sales declined by 1.6% in 2002. The decrease in comparable distribution center sales is due to an overall economic slowdown in the building products industry primarily in the commercial, low slope, roofing market and not a loss of market share.

Gross profit for the year ended December 31, 2002 increased by 7.3% in 2002 to $369.6 million from $344.3 million in 2001. Gross profit, as a percentage of net sales in 2002 increased to 25.9% from 24.9% in 2001. Gross profit, as a percentage of net sales, increased primarily due to a higher percentage of distribution center warehouse sales versus “direct” sales (product shipped from the vendor directly to the customer’s job site), which have significantly lower gross profit margins.

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Operating expenses for the year ended December 31, 2002 increased by 11.4% in 2002 to $312.8 million from $280.6 million in 2001. As a percentage of net sales, operating expenses increased to 21.9% in 2002 from 20.3% in 2001. The increase in operating expenses is primarily due to the higher percentage of distribution center warehouse sales, which require greater operating expense, and to a lesser extent, the increase in operating expenses is due in part to the one time start up costs of new locations, as well as the initial costs associated with acquisitions and subsequent consolidations into existing distribution centers.

Amortization of intangible assets decreased to $0.4 million in 2002 from $1.6 million in 2001. The decrease was due to the adoption of Statement of Financial Accounting Standards (SFAS) No. 142 as of January 1, 2002. Under SFAS No. 142, goodwill is no longer amortized, but instead, is reviewed for impairment on an annual basis.

Interest expense decreased by $4.3 million to $15.0 million in 2002 from $19.3 million in 2001. The decrease is primarily due to decreased interest rates on the Company’s LIBOR based borrowings as well as a reduction in the Company’s average borrowings during the year.

Liquidity and Capital Resources

Cash Flows from Operating Activities. Net cash provided by operations was $75.2 million for the year ended December 31, 2003 compared to $56.0 million for the year ended December 31, 2002 and $60.6 million for the year ended December 31, 2001. The increase in 2003 from 2002 was due to increases in earnings and accounts payable being partially offset by increases in accounts receivable and inventories. These increases are the result of higher sales volumes in the fourth quarter of 2003 as compared to the same period of 2002. The decrease in 2002 from 2001 was principally due to a lesser increase in accounts payable and an increase in the provision for doubtful accounts, being partially offset by a smaller increase in accounts receivable and an increase in inventories.

Cash Flows from Investing Activities. Net cash used in investing activities was $19.7 million, $84.1 million and $20.4 million for the years ended December 31, 2003, 2002 and 2001, respectively. The Company’s investing activities consist primarily of costs associated with capital expenditures and acquisitions of businesses. Capital expenditures, comprised mainly of routine delivery vehicle replacements, were $15.2 million, $26.5 million and $15.8 million for the years ended December 31, 2003, 2002 and 2001, respectively. Other investing activities include the acquisition of building products businesses. Acquisitions of businesses were $6.3 million, $58.3 million and $5.5 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Cash Flows from Financing Activities. Net cash provided by (used in) financing activities was $(56.2) million, $28.7 million and $(39.1) million for the years ended December 31, 2003, 2002 and 2001, respectively. The Company’s financing activities consist primarily of the borrowings incurred in connection with the growth of its existing distribution centers as well as acquisition of building product businesses, repayment of debt with cash flows from operations and, to a lesser extent, distributions to the Company’s stockholder in respect of tax liabilities related to the Company. The increase in the receivable from affiliates in 2002 is a result of twelve new properties purchased by the affiliates that are leased by the Company for its distribution center operations.

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

Senior Subordinated Notes. As of December 31, 2003, the Company had $63.7 million of unsecured Senior Subordinated Notes outstanding bearing interest at 10 5/8%. These notes mature on May 15, 2007 and are subordinate to borrowings under the revolving credit agreement. During 2001, the Company repurchased and retired $15.5 million, of the Senior Subordinated Notes. No repurchases of the Senior Subordinated Notes occurred in 2003 or 2002. The difference between the par value of the notes repurchased in 2001 and the repurchase price, net of expenses and the applicable portion of the unamortized deferred financing costs written off, was not material.

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Revolving Credit Agreement. The Company is party to a credit agreement which permits borrowings of up to $325 million under the revolving line of credit (the Revolver), reduced by outstanding letters of credit. Debt outstanding under the Revolver as of December 31, 2003 was $162.4 million and borrowings under the Revolver are secured primarily by accounts receivable and inventories. As amended in March 2002, the initial term of the Revolver expires on June 30, 2005, but shall automatically extend for successive one-year periods, unless written notice of termination is given by either party at least sixty days prior to the end of a period.

Contractual Obligations

The following table includes the Company’s significant contractual obligations as of December 31, 2003.