-----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, M9+4tqkIL6Q96hUnFQUUJy9NoW26XRvufUGdPR1ljYc+JDL+3FRl3XWAXJZAVp8f YTSTxARp4oTk4FU/t7+NmA== 0001047469-03-024406.txt : 20030717 0001047469-03-024406.hdr.sgml : 20030717 20030717133823 ACCESSION NUMBER: 0001047469-03-024406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030717 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURAMAX INTERNATIONAL PLC CENTRAL INDEX KEY: 0001026743 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 981066997 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-05978 FILM NUMBER: 03790890 BUSINESS ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7704497066 MAIL ADDRESS: STREET 1: 5535 TRIANGLE PKWY CITY: NORCROSS STATE: GA ZIP: 30092 8-K 1 a2114916z8-k.htm 8-K
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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 (Date of earliest event reported): July 17, 2003

Commission file number 333-05978

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

Delaware
(State or other jurisdiction of
incorporation or organization)
  58-2502320
(I.R.S. Employer Identification No.)

5445 Triangle Parkway, Suite 350,
Norcross, Georgia

(Address of principal executive offices)

 

30092
(Zip Code)

Registrant's telephone number, including area code 770-449-7066





Item 5. Other Events

On July 10, 2003, Euramax International, Inc. announced a tender offer for its senior subordinated notes. A copy of the press release is attached as Exhibit 99.1 to this report.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)
Exhibits.

99.1
Press Release of Euramax International, Inc. dated July 10, 2003.

2



SIGNATURES

        Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EURAMAX INTERNATIONAL, INC.

Signature
  Title
  Date

 

 

 

 

 
/s/  R. SCOTT VANSANT      
R. Scott Vansant
  Chief Financial Officer and Secretary   July 17, 2003

3



Exhibit Index

Exhibit

  Description
Exhibit 99.1   Press release issued July 17, 2003 by Euramax International, Inc.

4




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SIGNATURES
Exhibit Index
EX-99.1 3 a2114916zex-99_1.htm EXHIBIT 99.1
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EURAMAX INTERNATIONAL, INC. ANNOUNCES A
TENDER OFFER FOR SENIOR SUBORDINATED NOTES

Norcross, Georgia (July 10, 2003)—Euramax International, Inc. Announces a Tender Offer for Senior Subordinated Notes. Today, Euramax International, Inc. commenced a cash tender offer for any and all of the 111/4% Senior Subordinated Notes due 2006 (the "Notes") of Euramax International Limited, Euramax European Holdings Limited, and Euramax European Holdings B.V. In conjunction with the tender offer, consents are being solicited from noteholders to effect certain amendments to the indenture governing the Notes.

Upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 10, 2003 and the related Consent and Letter of Transmittal (together, the "Tender Offer Documents"), Euramax International, Inc. is offering to purchase any and all of the outstanding Notes tendered for a price equal to 102% of the principal amount of the Notes (the "Tender Price"). In addition, Euramax International, Inc. will pay a consent payment (the "Consent Payment") equal to 0.75% of the principal amount of the Notes for validly tendered Notes prior to 5:00 p.m., New York City time, on July 24, 2003, unless such date is extended (the "Consent Payment Deadline"). The Tender Price and the Consent Payment together equal what is referred to as the "Total Purchase Price" in the Tender Offer Documents. The Total Purchase Price, plus accrued but unpaid interest to, but not including, the date of payment for the Notes, will be paid in respect of all Notes validly tendered and accepted for purchase pursuant to the tender offer if the noteholder validly tenders such Notes prior to the Consent Payment Deadline. Any holder validly tendering Notes after the Consent Payment Deadline will, if such Notes are accepted for purchase pursuant to the tender offer, receive the Total Purchase Price, plus accrued but unpaid interest to, but not including, the date of payment for the Notes, less the Consent Payment for the Notes so tendered.

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on August 7, 2003, unless extended or earlier terminated (the "Expiration Date").

The tender offer is conditioned on, among other things, the following:

receipt by the depositary of valid and unrevoked consents from holders of a majority in outstanding principal amount of the Notes and the receipt by the trustee of a certificate from two of Euramax International, Inc.'s officers certifying that the holders of at least a majority in principal amount of the outstanding Notes have tendered their Notes;

the receipt by Euramax International, Inc. before midnight, New York City time, on the Expiration Date of net proceeds from the New Offering (as defined in the Tender Documents) or other available sources of cash, in each case, on terms and conditions satisfactory to Euramax International, Inc., sufficient to purchase the Notes pursuant to the tender offer; and

the receipt by Euramax International, Inc. of all consents necessary to permit it to complete the tender offer and a new debt security offering under the terms of its senior secured credit facility.

Requests for Tender Offer Documents may be directed to D.F. King & Co., Inc., as information agent for the tender offer, at 48 Wall Street, 22 Floor, New York, New York 10005. The information agent may be telephoned toll-free at (800) 431-9643 or at (212) 269-5550.

In connection with the tender offer, UBS Securities LLC is the Sole Lead Dealer Manager and Solicitation Agent and Banc of America Securities LLC is the Co-Manager.

Questions regarding the tender offer and consent solicitation may be directed to the Sole Lead Dealer Manager, Attention: Kevin Reynolds, at UBS Securities LLC, 677 Washington Boulevard, Stamford, CT 06901, telephone number (203) 719-4210 (call collect).

Euramax International, Inc. is a leading international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Western Europe.



Note regarding forward looking statements: Statements made by Euramax International, Inc. which are not historical facts are forward looking statements that involve risks and uncertainties. Statements including the words "anticipate", "expect", "project", "foresee", "believe", and "feel", also indicate forward looking statements that involve risks and uncertainties. Actual results could differ materially from those expressed or implied in forward looking statements. Important factors that could cause financial performance to differ materially from past results and from those expressed or implied in this press release include, without limitation, the risks of doing business in multiple jurisdictions, impact of environmental regulations, dependence on key personnel, risks of business acquisitions, availability of financing, competition, ability to manage growth, loss of customers, the price and availability of raw materials, and a variety of other factors. For further information on these and other risks, see the "Risk Factors" section of the Company's Report on Form 10-K for the year ended December 27, 2002.




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EURAMAX INTERNATIONAL, INC. ANNOUNCES A TENDER OFFER FOR SENIOR SUBORDINATED NOTES
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