-----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, R3EF9sFEWg81L/JL8UNLAu9s4c+EjJ1g7AybLU/oNOOwg2nXl4kboQff1NdNzLR3 x8PpaFSRZsirvaypHctOqg== 0001104659-03-023178.txt : 20031020 0001104659-03-023178.hdr.sgml : 20031020 20031020160848 ACCESSION NUMBER: 0001104659-03-023178 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031010 FILED AS OF DATE: 20031020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMENIMAX PENNSYLVANIE INC CENTRAL INDEX KEY: 0001267095 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12362 FILM NUMBER: 03947929 MAIL ADDRESS: STREET 1: 5445 TRANGLE PKWY STE 350 CITY: NORCROSS STATE: GA ZIP: 30092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERIMAX FABRICATED PRODUCTS INC CENTRAL INDEX KEY: 0001263120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12362 FILM NUMBER: 03947928 BUSINESS ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7704497066 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BERGER HOLDINGS LTD CENTRAL INDEX KEY: 0000706777 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 232160077 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 805 PENNSYLVANIA BLVD CITY: FEASTERVILLE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153551200 MAIL ADDRESS: STREET 1: 805 PENNSYLVANIA BLVD CITY: FEASTVILLE STATE: PA ZIP: 19053 FORMER COMPANY: FORMER CONFORMED NAME: INOVEX INDUSTRIES INC DATE OF NAME CHANGE: 19900815 FORMER COMPANY: FORMER CONFORMED NAME: LIFE CARE COMMUNITIES CORP DATE OF NAME CHANGE: 19891211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EURAMAX INTERNATIONAL PLC CENTRAL INDEX KEY: 0001026743 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12362 FILM NUMBER: 03947930 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 3 1 a3.xml 3 X0201 3 2003-10-10 0 0000706777 BERGER HOLDINGS LTD BGRH 0001026743 EURAMAX INTERNATIONAL PLC 5445 TRIANGLE PARKWAY, SUITE 350 NORCROSS GA 30092 0 0 1 0 0001267095 AMENIMAX PENNSYLVANIE INC 5445 TRIANGLE PARKWAY, SUITE 350 NORCROSS GA 30092 0 0 1 0 0001263120 AMERIMAX FABRICATED PRODUCTS INC 5445 TRIANGLE PARKWAY, SUITE 350 NORCROSS GA 30092 0 0 1 0 Common Shares, $0.01 par value 0 D Option to Buy Common Stock 3.90 Common Stock, par value $.01 per share 3073044 D Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 10, 2003, by and among Euramax International, Inc. ("Parent"), Amerimax Pennsylvania, Inc. ("Purchaser") and Berger Holdings, Ltd. (the "Company"), and subject to the conditions therein, Purchaser and Parent offered to purchase all the outstanding common shares of the Company. Following consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into the Company and will be the surviving corporation in the Merger and an indirect wholly owned subsidiary of Parent (such events constituting the "Merger"). As an inducement for Parent and Purchaser to enter into the Merger Agreement, certain shareholders of the Company (the "Shareholders") entered into a Tender and Option Agreement with Parent, Purchaser and Company, dated October 10, 2003 (the "Tender Agreement") whereby each Shareholder agreed to, among other things, tender all of the shares of the Company beneficially owned by such Shareholder. In addition, such shareholders have agreed to vote the shares which they are entitled to vote in favor of the transactions contemplated by the Merger Agreement. The Tender Agreement relates to the 1,121,544 shares of Common Stock owned by the Shareholders and the 1,951,500 shares of Common Stock subject to options to purchase shares ("Options"), of which all are presently exercisable. The issued and outstanding shares and options subject to the Tender Agreement currently represent approximately 40.3% of the Common Stock on a fully diluted basis. Pursuant to the Tender Agreement, each Shareholder has agreed, among other things, to grant Parent and Purchaser an irrevocable option to purchase (the "Purchase Option") the Shares subject thereto upon the occurrence of certain "Trigger Events" (as defined in the Tender Agreement) and to tender in the Offer, and not to withdraw therefrom, the Shares owned by such Shareholders, as well as any other Shares acquired prior to the expiration of the Offer including pursuant to the exercise of Options. The Purchase Option granted by the Shareholders expires as provided in the Tender Agreement. Under the definition of "beneficial ownership" as set forth in Rule 16a-1 under the Exchange Act of 1934, Purchaser and Parent may be deemed to beneficially own the Shares subject to the Tender Agreement, including 1,951,500 shares of Common Stock subject to Options. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that any of the foregoing persons is the beneficial owner of, or has any pecuniary interest in, any Shares subject to the Tender Agreement. The descriptions of the Merger, the Merger Agreement and the Tender Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the copies of these agreements included as exhibits (d)(1) and (d)(2), respectively, to the Schedule TO filed by Parent and Purchaser on October 20, 2003 and incorporated herein in their entirety by reference. Euramax International, Inc. /s/ R. Scott Vansant Title: Vice President and Chief Financial Officer 2003-10-20 -----END PRIVACY-ENHANCED MESSAGE-----