-----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, ERjip7KEjTN+z4RyqQDwwZMEiT5K7vpihXBuqyiFAzsD/48aLFAOekdpkFjtqR67 Uo36fHibjXfBhIOqFQIcwQ== 0001104659-03-027425.txt : 20031126 0001104659-03-027425.hdr.sgml : 20031126 20031125173310 ACCESSION NUMBER: 0001104659-03-027425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031125 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031126 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: 031024027 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 a03-5879_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 25, 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 25, 2003, Euramax International, Inc. (the “Company”) announced the completion of its acquisition of Berger Holdings, Ltd. (“Berger”) by the merger of its indirect wholly owned subsidiary, Amerimax Pennsylvania, Inc. into Berger, with Berger as the surviving corporation.  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 25, 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 25, 2003

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release issued by Euramax International, Inc. on November 25, 2003.

 

4


EX-99.1 3 a03-5879_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Euramax International, Inc. Completes Acquisition of Berger Holdings, Ltd.

 

NORCROSS, Ga., November 25, 2003  ¾  Euramax International, Inc. announced today the completion of its previously announced acquisition of Berger Holdings, Ltd. (Nasdaq: BGRH) (“Berger”) by the merger of Amerimax Pennsylvania, Inc., an indirect wholly owned subsidiary of Euramax, into Berger, with Berger as the surviving corporation.  As a result of the merger, which was effective on November 25, 2003, each common share of Berger not owned by Euramax or its subsidiaries or held in treasury by Berger was converted into the right to receive $3.90 per share in cash, subject to dissenters’ rights.  Amerimax Pennsylvania, Inc. had previously accepted approximately 92.8% of Berger’s outstanding common shares pursuant to a tender offer that expired on November 17, 2003.  JPMorgan Chase Bank, the Paying Agent for the merger, will mail to the remaining Berger shareholders materials to be used to surrender share certificates for payment.  Berger shareholders are urged to read these materials in full.

 

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 Holdings, Ltd. 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., Director of Operations, 215-355-1200 ext. 122

 

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