-----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, WXD5ag7opoOBPVQCWDnYOdE7sATOmNWsisDjZ+rCMYNrDSnKQT7h19w/z1D+9cTu vRCp3M4dSPyg5MwRk7wVLg== 0001104659-03-026969.txt : 20031118 0001104659-03-026969.hdr.sgml : 20031118 20031118170433 ACCESSION NUMBER: 0001104659-03-026969 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031118 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURAMAX INTERNATIONAL INC 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: 031011029 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 FORMER COMPANY: FORMER CONFORMED NAME: EURAMAX INTERNATIONAL PLC DATE OF NAME CHANGE: 19961108 8-K 1 a03-5701_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  November 18, 2003

 


 

EURAMAX INTERNATIONAL, INC.

(Exact name of registrant as specified in charter)

 

Delaware

 

333-05978

 

58-2502320

(State of Incorporation)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification No.)

 

5445 Triangle Pkwy Suite 350, Norcross, Georgia, 30092

(Address of Principal Executive Offices)         (Zip Code)

 

(770) 449-7066

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 


 

 



 

Item 5.            Other Events.

 

On November 18, 2003, Euramax International, Inc. (the “Company”) and Berger Holdings, Ltd. jointly announced that the Company’s indirect wholly owned subsidiary, Amerimax Pennsylvania, Inc. has completed its all-cash tender offer for the outstanding common shares of Berger Holdings, Ltd. at a price of $3.90 per share.  A copy of this press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

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

 

(c)           Exhibits

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release issued by Euramax International, Inc. on November 18, 2003.

 

2



 

SIGNATURE

 

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.

 

 

 

EURAMAX INTERNATIONAL, INC.

 

 

 

 

 

 

 

By:

/s/ R. SCOTT VANSANT

 

 

Name:

R. Scott Vansant

 

Title:

Vice President and Chief Financial Officer

 

 

Dated:  November 18, 2003

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release issued by Euramax International, Inc. on November 18, 2003.

 

4


EX-99.1 3 a03-5701_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Euramax International, Inc. Completes Tender Offer for Berger Holdings, Ltd.

 

NORCROSS, Ga., and FEASTERVILLE, Pa., November 18, 2003—Euramax International, Inc. and Berger Holdings, Ltd. (Nasdaq: BGRH) announced today that Euramax International’s indirect wholly owned subsidiary, Amerimax Pennsylvania, Inc., has completed its all-cash tender offer for the outstanding common shares of Berger Holdings, Ltd. (Nasdaq: BGRH) (“Berger”) at a price of $3.90 per share.  The tender offer expired, as scheduled, on Monday, November 17, 2003 at 12:00 midnight, New York City time.

 

A preliminary count from JPMorgan Chase Bank, the depositary for the offer, shows that approximately 4,893,763 common shares of Berger had been tendered and accepted for payment as of the expiration of the offer (including approximately 55,250 common shares subject to guarantees of delivery), which together represent approximately 92.8% of the outstanding common shares. There are approximately 378,163 common shares that remain outstanding.  Amerimax Pennsylvania, Inc. will accept and promptly pay for all shares validly tendered and not properly withdrawn prior to the expiration date.  Amerimax Pennsylvania, Inc. and Berger intend to complete a short-form merger promptly, pursuant to which Amerimax Pennsylvania, Inc. will be merged with and into Berger, with Berger as the surviving corporation.  In connection with this merger, those Berger shareholders who did not tender their shares in the tender offer will have their shares converted into the right to receive $3.90 per share in cash, subject to dissenters’ rights.

 

D.F. King & Co., Inc. is acting as Information Agent for the tender offer.

 

Euramax 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. Berger is the parent company of Berger Bros Co., which was founded in 1874, and is a manufacturer of a complete line of roof drainage products specializing in copper as well as residential and commercial snow guards. All of Berger’s products are used in new construction, remodeling, and renovation markets.

 

 

Euramax International, Inc. Contact

R. Scott Vansant, Chief Financial Officer, 770-449-7066

 

Berger Holdings, Ltd. Contact

Francis E. Wellock, Jr., Chief Financial Officer, 215-355-1200 ext. 122

 

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