0000895345-12-000010.txt : 20120127 0000895345-12-000010.hdr.sgml : 20120127 20120127172205 ACCESSION NUMBER: 0000895345-12-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120127 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120127 DATE AS OF CHANGE: 20120127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Euramax Holdings, Inc. CENTRAL INDEX KEY: 0001026743 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 582502320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-05978 FILM NUMBER: 12552768 BUSINESS ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7704497066 MAIL ADDRESS: STREET 1: 5445 TRIANGLE PKWY STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: EURAMAX INTERNATIONAL INC DATE OF NAME CHANGE: 20031105 FORMER COMPANY: FORMER CONFORMED NAME: EURAMAX INTERNATIONAL PLC DATE OF NAME CHANGE: 19961108 8-K 1 ml8k_euramax.htm ml8k_euramax.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
___________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________

Date of Report:  January 27, 2012
Date of earliest event reported: January 27, 2012

EURAMAX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
N/A
 
(Commission File Number)
58-2502320
(I.R.S. Employer
Identification Number)
 
 
5445 Triangle Parkway, Suite 350
Norcross, GA  30092
 
(Address of principal executive offices, including zip code)
  

Registrant’s telephone number, including area code:                                                                                                (770) 449-7066

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 8.01  Other Events.

On January 27, 2012, Euramax Holdings, Inc. issued a press release announcing the expiration of the exchange offer by its wholly-owned subsidiary Euramax International, Inc. (the “Company”) for all of the Company’s 9.50% Senior Secured Notes due 2016, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.           
 
Exhibit No.    Description
   
99.1 Press Release dated January 27, 2012.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:   January 27, 2012
 
 
EURAMAX HOLDINGS, INC.
  
       
 
By:
/s/ R. Scott Vansant  
    Name:  R. Scott Vansant  
    Title:    Vice President and Chief Financial Officer  
       
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.    Description
   
99.1 Press Release dated January 27, 2012.

EX-99.1 2 ml8k-ex99_1.htm ml8k-ex99_1.htm

 
Exhibit 99.1
 

EURAMAX HOLDINGS, INC. ANNOUNCES EXPIRATION OF
EXCHANGE OFFER FOR EURAMAX INTERNATIONAL, INC.’S
9.50% SENIOR SECURED NOTES DUE 2016


Norcross, Georgia, January 27, 2012 – Euramax Holdings, Inc. today announced the expiration of the offer by its wholly-owned subsidiary Euramax International, Inc. (“Euramax”) to exchange up to $375,000,000 of Euramax’s outstanding 9.50% Senior Secured Notes due 2016 for up to $375,000,000 of Euramax’s new 9.50% Senior Secured Notes due 2016 that have been registered under the Securities Act of 1933, as amended.

The exchange offer expired at 12:00 midnight, New York City time on January 26, 2012. As of that time, $375,000,000 in principal amount of the 9.50% Senior Secured Notes due 2016 has been tendered in the exchange offer.  Euramax will issue certificates for the registered 9.5% Senior Secured Notes due 2016 as soon as practicable.

Requests for documents relating to the exchange offer should be directed to Wells Fargo Bank, National Association at (800) 344-5128.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. The exchange offer is being made only pursuant to a prospectus and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

About Euramax Holdings, Inc.
Headquartered in Norcross, Georgia, Euramax Holdings, Inc. is a leading international producer of metal and vinyl products sold to the residential repair and remodel, commercial construction and recreational vehicle (RV) markets primarily in North America and Europe.  More information about Euramax Holdings, Inc. can be found on our website at www.euramax.com.

Forward-Looking Statements
Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to plans for future business development activities and Euramax’s expectations, beliefs, plans, strategies, objectives, prospects and assumptions. When used in this press release, the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which only speak as of the date of this press release. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  Euramax undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise.

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