-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYEDWpwcVTDXAwe8X4RaCIt9BW8nEUKKl8jt7tcQeqU2I3G3FOp5jm+bTq0GO/LF sRWNJmB5hT0SM/jwyF23FA== 0000912057-97-003609.txt : 19970220 0000912057-97-003609.hdr.sgml : 19970220 ACCESSION NUMBER: 0000912057-97-003609 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970207 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURAMAX INTERNATIONAL PLC CENTRAL INDEX KEY: 0001026743 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-05978 FILM NUMBER: 97520297 BUSINESS ADDRESS: STREET 1: 11 BROOK BUSINESS CENTER STREET 2: COWLEY MILL RD CITY: UXBRIDGE MIDDLESEX E STATE: X0 BUSINESS PHONE: 1895257882 MAIL ADDRESS: STREET 1: 5535 TRIANGLE PKWY CITY: NORCROSS STATE: GA ZIP: 30092 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURAMAX EUROPEAN HOLDINGS PLC CENTRAL INDEX KEY: 0001026749 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-05978-01 FILM NUMBER: 97520298 BUSINESS ADDRESS: STREET 1: 11 BROOK BUSINESS CENTER STREET 2: COWLEY MILL RD CITY: UXBRIDGE MIDDLESEX E STATE: X0 BUSINESS PHONE: 1895257882 MAIL ADDRESS: STREET 1: 5335 TRIANGLE PKWY CITY: NORCROSS STATE: GA ZIP: 30092 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURAMAX EUROPEAN HOLDINGS BV CENTRAL INDEX KEY: 0001026750 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-05978-02 FILM NUMBER: 97520299 BUSINESS ADDRESS: STREET 1: PO BOX 29 STREET 2: 6040 ROARMOND CITY: UXBRIDGE MIDDLESEX E STATE: X0 BUSINESS PHONE: 1895257882 S-4/A 1 S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 1997 REGISTRATION NO. 333-5978 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ EURAMAX INTERNATIONAL PLC EURAMAX EUROPEAN HOLDINGS PLC EURAMAX EUROPEAN HOLDINGS, B.V. AMERIMAX HOLDINGS, INC. (Exact name of registrants as specified in their charter) ENGLAND & WALES NONE ENGLAND & WALES NONE THE NETHERLANDS NONE DELAWARE 3355 52-1994016 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of Classification Code Number) Identification incorporation or organization) Number)
------------------------ 11 BROOK BUSINESS CENTER CT CORPORATION SYSTEM COWLEY MILL ROAD 1633 BROADWAY UXBRIDGE, MIDDLESEX NEW YORK, NEW YORK 10019 ENGLAND, UB82FX (212) 664-1666 44 1895 257 882 (Address, including Zip Code, and (Name, Address, including Zip Code, Telephone Number, including Area Code, and of Registrant's Principal Business Telephone Number, including Area Code, Office) of Agent for Service) ------------------------ COPIES TO: LANCE C. BALK J. DAVID SMITH KIRKLAND & ELLIS CHIEF EXECUTIVE OFFICER 153 EAST 53RD STREET EURAMAX INTERNATIONAL PLC NEW YORK, NEW YORK 10022-4675 5535 TRIANGLE PARKWAY (212) 446-4800 NORCROSS, GEORGIA 30092 (770) 449-7066 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE: This Amendment No. 3 to Form S-4 is being filed solely for the purpose of filing a revised Exhibit 5.3. The Registrants are not updating or modifying any other information in the Registration Statement at this time. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 14 of the Articles of Association of Euramax International plc provides: "14.11.1. Subject to the provisions of the Act, but without prejudice to any indemnity to which he may otherwise be entitled, every director, alternate director or secretary of the Company shall be entitled to be indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him in the proper execution of his duties or the proper exercise of his powers, authorities and discretions including, without limitation, a liability incurred defending proceedings (whether civil or criminal) in which judgement is given in his favour or in which he is acquitted, or which are otherwise disposed of without a finding or admission of material breach of duty on his part, or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company." "14.11.2. The directors may exercise all the powers of the Company to purchase and maintain for the benefit of a person who is a director, alternate director, secretary or auditor, or former director, alternate director, secretary or auditor, of the Company or in which the Company has an interest (whether direct or indirect), or who is or was trustee of a retirements benefit scheme or another trust in which a director, alternate director or secretary is or has been interested, indemnifying him against liability for negligence, default, breach of duty or breach of trust or any other liability which may lawfully be insured against by the Company. Articles 135 and 136 of the Articles of Association of Euramax European Holdings plc provide: "135. INDEMNITY. Subject to the provisions of the Acts, but without prejudice to any indemnity to which he may otherwise be entitled, every director, alternate director, secretary, auditor, other officer, agent or employee for the time being of the Company shall be entitled to be indemnified out of the assets of the Company against all costs, charges, expenses, losses, damages and liabilities incurred by him in or about the execution of his duties or the exercise of his powers or otherwise in relation to them including (without prejudice to the generality of the foregoing) any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company in which judgement is given in his favour or in which he is acquitted, or which are otherwise disposed of without a finding or admission of material breach of duty on his part or in connection with an application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company." "136. INSURANCE. The board may exercise all the powers of the Company to purchase and maintain for any director or officer (including former directors and other officers) insurance against any liability for negligence, default, breach of duty or breach of trust or any other liability which may lawfully be insured against in relation to the affairs of the Company. Section 310 of the Companies Act, 1985, provides: "(1) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether as officer or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company. (2) Except as provided by the following subsection, any such provision is void. (3) This section does not prevent a company-- (a) from purchasing and maintaining for any such officer or auditor insurance against any such liability, or (b) from indemnifying any such officer or auditor against any liability incurred by him-- (i) in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted, or II-1 (ii) in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court." Section 727 of the Companies Act, 1985, provides: "(1) If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit. (2) If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought. (3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper." To the extent permitted by English law, Euramax European Holdings plc will indemnify and hold harmless each director and each officer or representative of the Company who signs the Registration Statement from and against certain civil liabilities based on information supplied by Euramax European Holdings plc for use herein. The Articles of Association of Euramax European Holdings B.V. contain no provisions under which any member of its board of management or its officers is indemnified in any manner against any liability which he may incur in his capacity as such. Under the laws of the Netherlands, members of the board may be liable to the company for improper or negligent acts. For example, Article 2:248 of The Netherlands Civil Code provides that members of the board are jointly and severally liable to the estate of a company limited by shares, such as Euramax European Holdings B.V., which suffers an involuntary liquidation when management has manifestly performed its duties improperly and such is an important cause of the involuntary liquidation. The members of the board may be discharged from liability to the company pursuant to Article 11, Section 5 of the Articles of Association of Euramax European Holdings B.V., which provides: "Unconditional confirmation by the general meeting of shareholders of the annual account submitted to it will constitute discharge from liability to the board of management for the management conducted by it during the past financial year." However, under the laws of The Netherlands, such a discharge is not absolute and would not be effective as to third parties. Members of the management board may be held personally liable for improper or negligent managerial acts which affect third parties. Amerimax Holdings, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware, INTER ALIA, ("Section 145") provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason II-2 of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. The Certificate of Incorporation of Amerimax Holdings, Inc. provides for the indemnification of directors and officers of Amerimax Holdings, Inc. to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it currently exists or may hereafter be amended. Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Amerimax Holdings, Inc. maintains and has in effect insurance policies covering all of its directors and officers against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933. ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES (a) Exhibits
EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------------------------------------------ *3.1 Articles of Association of Euramax International plc *3.2 Memorandum and Articles of Association of Euramax European Holdings plc *3.3 Articles of Association of Euramax International B.V. *3.4 Articles of Incorporation of Amerimax Holdings, Inc. *3.5 Bylaws of Amerimax Holdings, Inc. *4.1 Form of 11 1/4% Senior Subordinated Note in global bearer form *4.2 Form of 11 1/4% Senior Subordinated Note in definitive registered form *4.3 Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as Trustee. *4.4 Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary *4.5 Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co. *4.6 Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co. *5.1 Opinion of Dibb Lupton Alsop regarding the legality of the securities being issued *5.2 Opinion of Nauta Dutilh regarding the legality of the securities being issued 5.3 Opinion of Kirkland & Ellis regarding legality of the securities being issued *10.1 Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax Inc.
II-3 *10.2 Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International plc *10.3 Executive Employment Agreement, dated as of September 25, 1996, by and between Frank T. Geist and Euramax International plc *10.4 Credit Agreement, dated as of September 25, 1996, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named therein. *10.5 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of Banque Paribas, as agent *10.6 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as agent *10.7 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products, Inc. in favor of Banque Paribas, as agent *10.8 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. in favor of Banque Paribas, as agent *10.9 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent *10.10 Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc. in favor of Banque Paribas, as agent *10.11 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty Products, Inc. in favor of Banque Paribas, as agent *10.12 Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied Parties referred to therein *10.13 U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the Guaranteed Parties referred to therein *10.14 U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc., to Banque Paribas, as Agent *10.15 U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of the Guarantied Parties referred to therein *10.16 U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent *10.17 Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of Banque Paribas, as Agent *10.18 Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to Banque Paribas, as Agent *10.19 Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. to Banque Paribas, as Agent *10.20 Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of the Guarantied Parties referred to therein *10.21 Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the Guarantied Parties referred to therein *10.22 Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the Guarantied Parties referred to therein *10.23 Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor of the Guarantied Parties referred to therein *12.1 Statement regarding computation of ratio of earnings to fixed charges
II-4 *21.1 Subsidiaries of Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V. and Amerimax Holdings, Inc. 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Coopers & Lybrand, L.L.P. 23.3 Consent of Dibb Lupton Alsop (included in Exhibit 5.1) 23.4 Consent of Nauta Dutilh (included in Exhibit 5.2) 23.5 Consent of Kirkland & Ellis (included in Exhibit 5.3) *24.1 Power of Attorney (included on the signature page to this Registration Statement on Form F-4) *25.1 Statement of Eligibility of Trustee, dated as of October 28, 1996, by The Chase Manhattan Bank *99.1 Letter of Transmittal *99.2 Notice of Guaranteed Delivery *99.3 Letter to Registered Holders and DTC Participants *99.4 Letter to Clients *99.5 Instructions to Registered Holder or DTC Participant from Beneficial Holder
- ------------------------ * Filed previously (b) Financial Statement Schedule Report of Independant Accountants S-1 Schedule II--Euramax International plc--Valuation and Qualifying Accounts. S-2 ITEM 22. UNDERTAKINGS The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no mare than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the II-5 meaning of Rule 145(c), the registrants undertake that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (5) The registrants undertake that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (6) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430(A) and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (7) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (8) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (9) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-6 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on February 7, 1997. EURAMAX INTERNATIONAL PLC By: J. DAVID SMITH -------------------------------------- Name: J. David Smith Title: Director Pursuant to the requirements of the Securities Act, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities indicated as of February 7, 1997.
SIGNATURE TITLE - ----------------------------------------------------- --------------------------------------------------------- J. DAVID SMITH ------------------------------------------ Director (Principal Executive, Financial and Accounting J. David Smith Officer) * ------------------------------------------ Richard M. Cashin Director * ------------------------------------------ William T. Comfort, Jr. Director * ------------------------------------------ Rolly Van Rappard Director * ------------------------------------------ Joseph M. Silvestri Director ------------------------------------------ Paul E. Drack Director *By J. DAVID SMITH ------------------------------------- Attorney-In-Fact J. David Smith
II-7 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on February 7, 1997. EURAMAX EUROPEAN HOLDINGS PLC By: J. DAVID SMITH -------------------------------------- Name: J. David Smith Title: Director Pursuant to the requirements of the Securities Act, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities indicated as of February 7, 1997.
SIGNATURE TITLE - ----------------------------------------------------- --------------------------------------------------------- J. DAVID SMITH ------------------------------------------ Director (Principal Executive, Financial and Accounting J. David Smith Officer) * ------------------------------------------ Richard M. Cashin Director * ------------------------------------------ William T. Comfort, Jr. Director * ------------------------------------------ Rolly Van Rappard Director * ------------------------------------------ Joseph M. Silvestri Director *By J. DAVID SMITH ------------------------------------- Attorney-In-Fact J. David Smith
II-8 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on February 7, 1997. EURAMAX EUROPEAN HOLDINGS, B.V. By: J. DAVID SMITH -------------------------------------- Name: J. David Smith Title: Director Pursuant to the requirements of the Securities Act, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities indicated as of February 7, 1997.
SIGNATURE TITLE - ----------------------------------------------------- --------------------------------------------------------- J. DAVID SMITH ------------------------------------------ Director (Principal Executive, Financial and Accounting J. David Smith Officer) * ------------------------------------------ Richard M. Cashin Director * ------------------------------------------ William T. Comfort, Jr. Director * ------------------------------------------ Rolly Van Rappard Director * ------------------------------------------ Joseph M. Silvestri Director *By J. DAVID SMITH ------------------------------------- Attorney-In-Fact J. David Smith
II-9 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on February 7, 1997. AMERIMAX HOLDINGS, INC. By: J. DAVID SMITH -------------------------------------- Name: J. David Smith Title: President Pursuant to the requirements of the Securities Act, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities indicated as of February 7, 1997.
SIGNATURE TITLE - ----------------------------------------------------- --------------------------------------------------------- J. DAVID SMITH ------------------------------------------ President and Director (Principal Executive, Financial J. David Smith and Accounting Officer) * ------------------------------------------ Richard M. Cashin Director * ------------------------------------------ William T. Comfort, Jr. Director * ------------------------------------------ Rolly Van Rappard Director * ------------------------------------------ Joseph M. Silvestri Director *By J. DAVID SMITH ------------------------------------- Attorney-In-Fact J. David Smith
II-10 REPORT OF INDEPENDENT ACCOUNTANTS To the Management of the Fabricated Division of Alumax, Inc. In connection with our audits of the combined financial statements of Fabricated Products, a division of Alumax Inc., as of December 31, 1994 and 1995, and for each of the three years in the period ended December 31, 1995, which financial statements are included in the Prospectus, we have also audited the financial statement schedule listed in Item 21(b) herein. In our opinion, this financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. Atlanta, Georgia August 1, 1996 S-1 EURAMAX INTERNATIONAL PLC FINANCIAL STATEMENT SCHEDULE NO. II VALUATION AND QUALIFYING ACCOUNTS (THOUSANDS OF U.S. DOLLARS)
------------------------------------------------------------------------ BALANCE AT CHARGED TO CHARGED TO BALANCE AT JANUARY 1, COSTS AND OTHER DEDUCTIONS -- DECEMBER 31, DESCRIPTION 1994 EXPENSES ACCOUNTS CHARGE-OFFS 1994 - ---------------------- ------------ ------------ ------------- ------------- -------------- Accounts Receivable -- Allowance for Doubtful Accounts $ (3,254.4) $ (1,451.4) $ 765.2 $ (3,940.6)
----------------------------------------------------------------------- BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS BALANCE AT JANUARY 1, COSTS AND OTHER -- DECEMBER 31, DESCRIPTION 1995 EXPENSES ACCOUNTS CHARGE-OFFS 1995 - ---------------------- ------------ ------------- ------------- ----------- -------------- Accounts Receivable -- Allowance for Doubtful Accounts ($ 3,940.6) ($ 388.2) $ 1,746.8 ($ 2,582.0)
S-2 EURAMAX INTERNATIONAL PLC EURAMAX EUROPEAN HOLDINGS PLC EURAMAX EUROPEAN HOLDINGS, B.V. AMERIMAX HOLDINGS, INC. EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ------------------------------------------------------------------------------------------- ------------- *3.1 Articles of Association of Euramax International plc *3.2 Memorandum and Articles of Association of Euramax European Holdings plc *3.3 Articles of Association of Euramax International B.V. *3.4 Articles of Incorporation of Amerimax Holdings, Inc. *3.5 Bylaws of Amerimax Holdings, Inc. *4.1 Form of 11 1/4% Senior Subordinated Note in global bearer form *4.2 Form of 11 1/4% Senior Subordinated Note in definitive registered form *4.3 Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as Trustee. *4.4 Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary *4.5 Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co. *4.6 Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co. *5.1 Opinion of Dibb Lupton Alsop regarding the legality of the securities being issued *5.2 Opinion of Nauta Dutilh regarding the legality of the securities being issued 5.3 Opinion of Kirkland & Ellis regarding legality of securities being issued *10.1 Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax Inc. *10.2 Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International plc *10.3 Executive Employment Agreement, dated as of September 25, 1996, by and between Frank T. Geist and Euramax International plc *10.4 Credit Agreement, dated as of September 25, 1996, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named therein. *10.5 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of Banque Paribas, as agent *10.6 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as agent *10.7 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products, Inc. in favor of Banque Paribas, as agent *10.8 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. in favor of Banque Paribas, as agent
*10.9 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent *10.10 Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc. in favor of Banque Paribas, as agent *10.11 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty Products, Inc. in favor of Banque Paribas, as agent *10.12 Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied Parties referred to therein *10.13 U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the Guaranteed Parties referred to therein *10.14 U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc., to Banque Paribas, as Agent *10.15 U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of the Guarantied Parties referred to therein *10.16 U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent *10.17 Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of Banque Paribas, as Agent *10.18 Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to Banque Paribas, as Agent *10.19 Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. to Banque Paribas, as Agent *10.20 Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of the Guarantied Parties referred to therein *10.21 Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the Guarantied Parties referred to therein *10.22 Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the Guarantied Parties referred to therein *10.23 Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor of the Guarantied Parties referred to therein *12.1 Statement regarding computation of ratio of earnings to fixed charges *21.1 Subsidiaries of Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V. and Amerimax Holdings, Inc. 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Coopers & Lybrand, L.L.P. 23.3 Consent of Dibb Lupton Alsop (included in Exhibit 5.1) 23.4 Consent of Nauta Dutilh (included in Exhibit 5.2) 23.5 Consent of Kirkland & Ellis (included in Exhibit 5.3) *24.1 Power of Attorney (included on the signature page to this Registration Statement on Form F-4) *25.1 Statement of Eligibility of Trustee, dated as of October 28, 1996, by The Chase Manhattan Bank *99.1 Letter of Transmittal *99.2 Notice of Guaranteed Delivery *99.3 Letter to Registered Holders and DTC Participants *99.4 Letter to Clients *99.5 Instructions to Registered Holders and DTC Participants from Beneficial Holder
- ------------------------ * Filed previously EX-5.3 2 EXHIBIT 5.3 Exhibit 5.3 Kirkland & Ellis Citicorp Center 153 East 53rd Street New York, New York 10022-4675 To Call Writer Direct: 212 446-4800 February 4, 1997 Euramax International plc Euramax Holdings plc Euramax Holdings, B.V Amerimax Holdings, Inc. 5535 Triangle Parkway Norcross, Georgia 30092 Re: Registration Statement on Form S-4 Euramax International plc Euramax Holdings plc Euramax Holdings, B.V Amerimax Holdings, Inc. FILE NO. 333-5878 Gentlemen: We have acted as special United States counsel to Euramax International plc, a corporation formed under the laws of England and Wales (the "COMPANY"), Euramax European Holdings plc, a corporation formed under the laws of England & Wales ("EURAMAX U.K."), Euramax European Holdings, B.V. a corporation formed under the laws of The Netherlands ("EURAMAX B.V." and, together with the Company and Euramax UK., the "ISSUERS"), and Amerimax Holdings, Inc., a Delaware corporation (the "GUARANTOR"), in connection with the proposed registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of $135,000,000 principal amount of 111/4% Senior Subordinated Notes due 2006 (the "NEW NOTES") for the purpose of effecting an exchange offer (the "EXCHANGE OFFER") for the Issuers' 111/4% Senior Subordinated Notes due 2006 which have not been registered under the Securities Act (the "OLD NOTES"). The New Notes will be issued pursuant to a Senior Subordinated Indenture, dated as of September 25, 1996, by and among the Issuers, the Guarantor and The Chase Manhattan Bank, as Trustee (the "INDENTURE"). Capitalized terms used herein but not defined herein have the meaning set forth in the Preliminary Prospectus of the Issuers dated as of the date hereof. In connection therewith, we have examined and relied upon the assumptions set forth in SCHEDULE A to this letter and upon the original, or copies certified or otherwise identified to our Euramax International plc Euramax Holdings plc Euramax Holdings, B.V Amerimax Holdings, Inc. February 4, 1997 Page 2 satisfaction, of: (i) corporate organizational documents of the Issuers and the Guarantor; (ii) minutes and records of the corporate proceedings of the Issuers and the Guarantor with respect to the issuance and sale of the New Notes and the Guarantee; (iii) the Registration Statement and exhibits thereto; (iv) the Indenture; (v) the Deposit Agreement; and (vi) such other documents, corporate records and other instruments as we have deemed necessary for the expression of the opinions contained herein. We have assumed without investigation that there has been no relevant change or development between the dates as of which the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor, and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. We have also assumed that none of the Issuers or the Guarantor is subject to any law or regulation limiting the enforceability of the Indenture, the Deposit Agreement, the Notes or the Guarantee other than the laws of the State of New York and the General Corporation Law of the State of Delaware. We have relied without independent investigation solely upon the letter from Dibb Lupton Alsop, dated January 16, 1997 and set forth as Exhibit 5.1 to the Registration Statement with respect to the Company and Euramax U.K. and upon the letter from Nauta Dutilh dated January 14, 1997 and set forth as Exhibit 5.2 to the Registration Statement with respect to Euramax B.V. to establish the following premises which underlie our opinions with respect to the Company, Euramax U.K., and Euramax B.V. (herein collectively called the "Foreign Issuers"): (i) each of the Foreign Issuers is duly organized, validly existing and in good standing, (ii) each of the Foreign Issuers has full corporation or organization power and authority to execute, deliver and perform its obligations under the Indenture, the Deposit Agreement and the Notes, (iii) each of the Foreign Issuers has duly Euramax International plc Euramax Holdings plc Euramax Holdings, B.V Amerimax Holdings, Inc. February 4, 1997 Page 3 authorized by all necessary corporate action the execution, delivery and performance of the Indenture, the Deposit Agreement and the Notes, (iv) each of the Foreign Issuers has duly executed and delivered the Indenture, the Deposit Agreement and the Notes and (v) none of the Foreign Issuers is subject to any law or regulation limiting the enforceability of the Indenture, the Deposit Agreement or the Notes against it. Subject to the further assumptions, qualifications, exclusions and other limitations which are identified in this letter and in the schedules attached to this letter, we advise you that: (1) The Guarantor is validly existing and in good standing under the laws of the State of Delaware. (2) The Guarantee has been validly authorized by the Guarantor. (3) When, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Securities Act, (ii) the Indenture shall have been qualified pursuant to the provisions of the Trust Indenture Act of 1939, as amended, (iii) the Old Notes shall have been validly tendered to the Issuers and (iv) the New Notes shall have been issued in the form and containing the terms described in the Registration Statement, the Indenture, the resolutions of each of the Issuers' and the Guarantor's Board of Directors authorizing the foregoing and any legally required consents, approvals, authorizations and other order of the Commission and any other regulatory authorities to be obtained, the New Notes when issued pursuant to the Exchange Offer will be legally issued, fully paid and nonassessable and will constitute valid and binding obligations of the Issuers and the Guarantee will constitute the valid and binding obligation of the Guarantor. Our advice on every legal issue addressed in this letter is subject to the General Qualifications that are recited in SCHEDULE B to this Letter. We express no opinion as to, or the effect or applicability of, any laws other than the laws of the State of New York and the General Corporation Law of the State of Delaware. Our advice on every legal issue addressed in this letter is based exclusively on such laws. We express Euramax International plc Euramax Holdings plc Euramax Holdings, B.V Amerimax Holdings, Inc. February 4, 1997 Page 4 no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within the state, and we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other such laws which may be applicable. Our advice on each legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this letter is not intended to guarantee the outcome of any legal dispute which may arise in the future. It is possible that some provisions in the Indenture, Notes or Guarantee may not prove enforceable for reasons other than those cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent you from realizing the principal benefits purported to be provided by the Indenture, Notes or Guarantee. This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact of which the lawyers in our firm who have had significant involvement with the negotiation and preparation of the Indenture (to wit, Lance C. Balk, Steven G. Martin and J. Scott Schlossel, herein called the "DESIGNATED TRANSACTION LAWYERS") did not have actual knowledge as of the date hereof, by reason of any change subsequent to the date hereof in any law covered by any of our opinions, or for any other reason. The attached schedules are an integral part of this letter, references herein or therein to this letter include such schedules, and any term defined in this letter or any schedule has that defined meaning wherever it is used in this letter or in any schedule to this letter. While we have not conducted any independent investigation to determine facts upon which our opinions are based or to obtain information about which this letter advises you, we confirm that we do not have any actual knowledge which has caused us to conclude that our reliance and assumptions cited in this letter (including its schedules) are unwarranted. The term "actual Euramax International plc Euramax Holdings plc Euramax Holdings, B.V Amerimax Holdings, Inc. February 4, 1997 Page 5 knowledge" whenever it is used in this letter with respect to our firm means conscious awareness at the time this letter is delivered on the date it bears by the Designated Transaction Lawyers. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption titled "Legal Matters" in the Prospectus which is part of the Registration Statement. We do not find it necessary for purposes of this opinion, and accordingly do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to issuance of the New Notes. This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes. Yours very truly, KIRKLAND & ELLIS SCHEDULE A ASSUMPTIONS For purposes of the letter to which this Schedule is attached ("OUR LETTER"), we have relied, without investigation, upon each of the following assumptions: (a) Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine. (b) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence. (c) The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue. (d) None of the Issuers or the Guarantor are subject to any law or regulation, other than laws of the State of New York or the General Corporate Law of the State of Delaware limiting the enforceability of the Indenture, the Deposit Agreement, the Notes or the Guarantee against the Issuers or the Guarantor. SCHEDULE B GENERAL QUALIFICATIONS The term "General Qualifications" as used in the letter to which this Schedule is attached ("our letter") means the Bankruptcy and Insolvency Exception, the Equitable Principles Limitation and the Other Common Qualifications set forth in this Schedule. BANKRUPTCY AND INSOLVENCY EXCEPTION. Each of the opinions ("our opinions") in our letter is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other laws of general applicability relating to or affecting the enforcement of creditors' rights from time to time in effect and to general principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity). This exception includes: (a) the Federal Bankruptcy Code and thus comprehends, among others, matters of turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on IPSO FACTO and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed; (b) all other Federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights of creditors generally or that have reference to or affect only creditors of specific types of debtors; (c) state fraudulent transfer and conveyance laws; and (d) judicially developed doctrines relevant to any of the foregoing laws, such as substantive consolidation of entities. EQUITABLE PRINCIPLES LIMITATION. Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles: (a) governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made; (b) imposing duties and standard of conduct upon creditors; (c) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement; (d) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement; (e) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract; (f) requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement; (g) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and (h) affording defenses based upon the unconscionability of the enforcing party's conduct after the parties have entered into the contract. COMMON QUALIFICATIONS. Each of our opinions is subject to the effect of rules of law that: (a) limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness; (b) provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected; (c) limit the availability of a remedy under certain circumstances where another remedy has been elected; (d) provide a time limitation after which a remedy may not be enforced; (e) limit the right of a creditor to use force or cause a breach of the peace in enforcing rights; (f) limit or affect the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct, unlawful conduct, violation of public policy or litigation against another party determined adversely to such party; (g) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; (h) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys' fees and other costs; (i) may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract. (j) limit or affect the enforceability of provisions in the Indenture and the New Notes deemed to impose the payment of interest; (k) limit or affect the enforceability of requirements in the Indenture and the New Notes specifying that the provisions thereof may only be waived in writing to the extent that an oral or implied agreement by trade practice or course of conduct has been created modifying any provision of such documents; (l) limit or affect the enforceability of indemnification or contribution obligations which contravene public policy, including, without limitation, indemnification or contribution obligations which arise out of failure to comply with applicable state or federal securities law; (m) limit or affect the enforceability of cumulative remedies to the extent such cumulative remedies purport to or would have the effect of compensating the party entitled to the benefits thereof in excess of the actual loss suffered by such party; (n) limit the recovery of legal fees and legal expenses by an indemnified person to reasonable attorneys' fees and legal expenses; OTHER QUALIFICATIONS. Each of our opinions is subject to the following other qualifications: (a) our opinion as to the binding effect of the Indenture and the Guarantee with respect to the Guarantor is subject to the effect of laws and judicial decisions which have imposed duties and standards of conduct upon creditors; (b) provisions of any document or agreement which permit a party to take any action, to make any determination, or to benefit from indemnities and similar undertakings may be subject to a requirement that such action be taken or such determination be made or that any action or inaction by any party that may give rise to a request for payment under an such undertaking be taken or not taken, as the case may be, on a reasonable basis and in good faith; (c) a substantial body of case law treats guarantors as "debtors" under the Uniform Commercial Code (as enacted in the State of New York) (the "Code") thereby according guarantor the rights and remedies of debtors established by the Code; (d) we express no opinion as to the binding effect of the indemnification or contribution provisions of any document or agreement, insofar as said provisions might require indemnification or contribution with respect to any litigation by any indemnified person under an agreement against the Issuers or the Guarantor determined adversely to such indemnified person under such agreement or with respect to any loss, cost or expense arising out of an indemnified person's negligence or willful misconduct or an violation by such indemnified person of any statutory duties, general principles of equity or public policy; (e) waivers of equitable rights and defenses may not be valid, binding and enforceable under New York law; (f) we express no opinion with respect to the waivers set forth in any document or agreement insofar as they might not be broad enough to cover all situations which might arise for which a waiver could be found desirable; and (g) certain rights, remedies and waivers contained in the Indenture may be rendered ineffective, or limited by, applicable laws or judicial decisions (other than those reflected in the foregoing qualifications and assumptions) governing such provisions, but such laws and judicial decisions do not, in our opinion, make the Indenture inadequate for the practical realization of the security provided by the Guarantee. EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-4 (File No. 333-5978) of our report dated August 1, 1996, on our audits of the financial statements and financial statement schedule of Fabricated Products (a Division of Alumax Inc) as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. Atlanta, Georgia February 7, 1997 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-4 (File No. 333-5978) of our report dated December 18, 1996, on our audit of the balance sheet of Euramax International plc as of September 24, 1996. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. Atlanta, Georgia February 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----