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):  April 12, 2005

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 8.01  Other Events.

On April 12, 2005, Euramax International, Inc. (the “Company”) announced that it has entered into an Agreement and Plan of Merger with GSCP Emax Acquisition, LLC pursuant to which GSCP Emax Acquisition, LLC will acquire all of the outstanding common stock of the Company.  As part of the transaction, the Company intends to redeem all of its 8.5% Senior Subordinated Notes due 2011.  A copy of this press release is furnished as Exhibit 99.1.

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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:	Chief Financial Officer and Secretary
Dated:	April 12, 2005

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Euramax International, Inc. on April 12, 2005

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EX-99.1

Exhibit 99.1

EURAMAX INTERNATIONAL, INC. ANNOUNCES AN AGREEMENT AND

PLAN OF MERGER WITH GSCP EMAX ACQUISITION, LLC

Norcross, Georgia (April 12, 2005) - Euramax International, Inc., 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, announced today that it has entered into an Agreement and Plan of Merger with GSCP EMAX Acquisition, LLC.  GSCP EMAX Acquisition, LLC is a newly-formed company organized by Goldman Sachs Capital Partners and management of Euramax.  Pursuant to the Merger Agreement, GSCP EMAX will acquire all of the outstanding stock of Euramax.  As part of the transaction, Euramax intends to redeem all of its 8.5% Senior Subordinated Notes due 2011.

J. David Smith, Chairman and CEO of Euramax, stated that “We think this transaction is a terrific validation of the value the employees and business partners of Euramax have built over the last nine years.  With the support of GSCP, and the efforts of our employees, we expect to continue to grow and strengthen our company in the years to come.”

Contacts:	R. Scott Vansant	Andrea Raphael
	Euramax International, Inc.	Goldman Sachs
	(770) 449-7066	(212) 357-0025