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)     December 4, 2007

PLY GEM HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-114041	20-0645710
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 PLATTE CLAY WAY KEARNEY, MISSOURI	64060
(Address of principal executive offices)	(Zip Code)

(800) 800-2244

(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 (see General Instruction A.2. below):

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 (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

FORWARD-LOOKING INFORMATION

Certain statements made in this Form 8-K, including any statements as to future results of operations and financial projections, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are based on management's expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in the company's filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K, and as updated in our Quarterly Reports on Form 10-Q.

ITEM 7.01               REGULATION FD DISCLOSURE

On December 4, 2007, Ply Gem Holdings, Inc. (“Ply Gem”) will present to the Bank of America 2007 Credit Conference a review of the Ply Gem business, including, but not limited to, an overview of the company history, industry fundamentals, business profile, operations, strategy, investment highlights, and a pro forma financial review.  The presentation is included in the attached exhibit.

ITEM 9.01               FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit	Description
99.1	Presentation to the Bank of America 2007 Credit Conference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  December 4, 2007

PLY GEM HOLDINGS, INC.

By:                  /s/ Shawn K. Poe

 Name: Shawn K. Poe

 Title:Vice President, Chief Financial Officer,

 Treasurer and Secretary

EXHIBIT LIST

Exhibit	Description
99.1	Presentation to the Bank of America 2007 Credit Conference.

EX-99.1

1

Ply Gem IndustriesDec. 4, 2007

2

Disclaimer

These slides contain (and the accompanying oral discussion will contain) “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements involve known and unknown risks, uncertainties and other factors that could cause
the actual results of the Company to differ materially from the results expressed or implied by
such statements, including general economic and business conditions including pricing
pressures and changes in material and energy costs, conditionsaffecting the industries
served by the Company and its subsidiaries, conditions affecting the Company’s customers
and suppliers, competitor responses to the Company’s products and services, the overall
market acceptance of such products and services, the identification, completion and
integration of acquisitions and other factors disclosed in the Company’s periodic reports filed
with the Securities and Exchange Commission. Consequently such forward looking statements
should be regarded as the Company’s current plans, estimates and beliefs. The Company does
not undertake and specifically declines any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any future events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events.

3

Approximately

7000 associates

Over 8 million sq. ft.

of mfg. space

23 manufacturing

facilities

Over 1.5 billion

in Sales

Ply Gem’s profile:

4

Provider of branded products fornew
construction and home improvement
markets sold through many channels of
distribution covering most price points

#1 in Aluminum

accessories

#1 in Vinyl Railing

Leading position

In Vinyl Windows

#2 market share

In Vinyl Siding

Ply Gem’s market overview:

5

With investments in a variety of well managed growth

companies

Caxton-Iseman invests private capital rather than pension
or insurance funds so short term IRR’s are secondary.

Conservative

Growth

Long term investor

$2 Billion dollar PE
arm of Hedge Fund

Caxton-Iseman is interested in reinvesting in their portfolio
companies for add on acquisitions and growth opportunities.

Ply Gem’s financial partner is Caxton-Iseman:

6

45%

3%

52%

Windows and Doors

Fence and Rail

Siding & Accessories

New Products

Ply Gem’s product mix:

7

42%

1%

57%

Remodel and Repair

Commercial

New Construction

Exported

1%

Ply Gem’s customer mix:

8

New Construction Windows

Fence and Rail

Siding & Accessories

Remodel & Repair Windows

Ply Gem’s leading brands:

9

Customers

Operational

Excellence

Facilities

Efficient

Mfg.

Ply Gem

•Customer focused

•Recognized for outstanding service/lead times

•Strong brands....GP..Alcoa..Mastic..MW…Alenco

•Siding plants most efficient in industry

•Virtual facility strategy

•DFT/Lean mfg. techniques

•Low cost

•Vertical integration

Ply Gem’s competitive advantage:

Windows

11

Vinyl demand remains strong but differentiation between value and premium
vinyl products eroding.Premium products must deliver desired features.

Residential Window Market Share by Material

2009F

2005

2000

Source:2003 & 2006 WDMA/AAMA industry report - Ducker Research Co.

Market Overview Windows:

12

Entry
Level

Aluminum

Entry Level

Vinyl SH

3700

4700

4800

1100

Mid Range

Vinyl SH/DH

Top Line

Vinyl SH/DH

Twinseal

Classic

Mid Range

Clad DH

Mid Range

Wood DH

Jefferson

100/200

Jefferson

300/400

Freedom

600

Freedom

800

Ply Gem’s Window Platform:

13

Ply Gem’s window mfg. plants:

Siding

15

¨#2 vinyl siding manufacturer in North America

¨#1 Aluminum accessories manufacturer in North America

¨#2 Designer accents manufacturer in North America

Other

2%

Heartland

5%

Crane

6%

Royal

5%

Alside

11%

Certainteed/Norandex

35%

Kaycan 7%

Ply Gem
29%

US Vinyl Siding Marketshares

Industry Consolidation

Top 5 manufacturers have approximately
an 88% share

1996:26/Top 5 = 50%

2007:9/Top 5 = 88%

3 of the top 4 (CertainTeed/Norandex,
Alside and Kaycan) have company
owned distribution

In the last 24 months:

Ply Gem Industries acquired Alcoa Home
Exteriors

St. Gobain acquired Norandex/Reynolds

Georgia Gulf acquired Royal

Kaycan Acquired LP’s vinyl siding
business

Rollex exited vinyl siding

Leading Market Positions

16

Metal

Accessories

29%

Vinyl Siding

65%

Designer

Accents

5%

Decking &

Railing

1%

Sales by Product Category

Sales by End Market

Remodeling

51%

New Construction

49%

Combined Siding Overview:

17

Vinyl Siding Plant

Metal Accessories Plant

Injection Molding Plant

Siding Group - manufacturing plants:

18

Market Share Trends by Siding Product Type

47

47

47

21

15

12

12

12

11

12

12

13

12

7

15

2

1

2

’00’05‘10

’00’05‘10

’00’05‘10

’00’05‘10

’00’05‘10

’00’05‘10

Vinyl

Wood

Stucco

Brick

Fiber
Cement

Metal &

Misc.

Vinyl siding remains the market share leader as fiber cement grows at the expense of wood.

Source:Freedonia Group, Inc. 2006

Siding Market Overview

The future Ply Gem

20

2004

2007

to

Many Operating Companies

Fewer Operating Companies

Many Brands

More Effective Brands

Growth through acquisition

Organic growth

Division autonomy

Synergy/cooperative activities

Focus on ROIC

Focus on Development of HR

Focus on profit growth

Focus on growth of sales &profits

Build Greater Shareholder Value

Ply Gem’s Strategic Evolution:

21

Continuous

Improvement

•Excellent customer
service

•Measure

•Brand management

•New Products

•Utilize technology

•Improve diversity

•Double digit growth

•Safety

•Low cost

•High quality
standard

•Talent Management

•Succession Plan

•Empower

Leverage

Ply Gem’s strategic priorities:

22

One Siding Company

One Window Company

Third Leg

of Stool

The Brand you can build on

The Brand behind the Brands:

23

Ply Gem has more than doubled its Sales since
2004 and expects to do so again going forward.

Ply Gem 5 year sales history:

24

Exterior Cladding

Fence and Rail

New Construction
Windows

Remodel and Repair
Windows

Market size

Ply Gem

Source: Management best estimates

Market Opportunity

25

Pro Forma Financial Results

26

•MW Windows acquired for $320 million or 6.3x’s including

$6.8 million of expected cost savings & synergies

•Realized cost savings & synergies are in excess of $11.0 million

August 2004, Ply Gem

Acquired

MW Windows

Feb. 2006, Ply Gem

Acquired

Alenco Windows

February 2004, Ply Gem

Purchased by

Caxton-Iseman Capital

•Alenco Windows acquired for $121 million or 6.1x’s including

$4.0 million of expected cost savings & synergies

•$4.9 million of cost savings & synergies fully implemented Q207

Oct. 2006, Ply Gem

Acquired

AHE siding business

•AHE business acquired for $305 million or 4.7x’s including

$22.0 million of expected cost savings & synergies

•Cost savings & synergies projected to be at least $38.3 million

Demonstrated Ability to Integrate Strategic Acquisitions

27

•Successfully refinanced existing bank debt which resulted in
 cash interest savings of over $4.0 million per year

•CertainTeed’s vinyl window and patio door business acquired on
 September 30, 2007 for a purchase price of $35.0 million

•Provides window platform for servicing the western U.S. and
 expands Ply Gem’s national window footprint

Sept. 2007, Ply Gem

Acquired

CT Windows

April 2007, Ply Gem

Refinancing

The Future

of

Ply Gem

•Ply Gem is changing from a “Holding Company” to an “Operating
 Company”

Demonstrated Ability to Integrate Strategic Acquisitions

28

• Expands Ply Gem’s national window footprint

• Low risk alternative for expanding operations in the West versus green-fielding

• Allows production to be shifted from the East to service Ply Gem’s existing West Coast customers

• CT has balanced end market sales mix of 52/48 New-Construction versus R&R

• Although this is a platform acquisition for Ply Gem, opportunities for synergies & cost savings exist

CertainTeed Window
Acquisition

Ply Gem completed the acquisition of CertainTeed’s vinyl window and patio
 door business on September 30, 2007 for $35.0 million

Strategic Acquisition Rational:

29

The integration of AHE is completed and exceeded expectations.

–No loss of customers, suppliers or unplanned employees

–On pace to exceed $38.3mm in synergies, an increase of $16.3mm, or 74.1%
versus original estimates

–Strategic sourcing savings substantiated through events including:

•New contracts signed with 3 of 3 PVC resin suppliers

•New metal contract has been signed with supplier

•Original and current model do not include savings on micro ingredients,
packaging, or other raw material buys that are likely to be realized through Ply
Gem’s strategic sourcing process

•Original and current model do not reflect any savings on the PVC resin buy for
Fencing or Windows which will be realized as a result of the new PVC resin
supply contracts

–Original model assumed one vinyl siding plant closure in versus two with
accelerated timing and significantly higher savings being realized than were
conservatively estimated in Ply Gem’s original model

–Original head count reduction based upon 40 employees, but actual
headcount reduction will be a minimum of 54 employees.

AHE Integration Update

30

Management believes $38.3 million in annual cost savings and synergies are readily achievable with

opportunity for significant upside

AHE Synergy Rationalization

Cost Savings Initiative ($ mm)	Annual Cost Savings (Sept-06)	Annual Cost Savings (Revised)	Variance
Strategic sourcing savings	$10.0	$13.0	$3.0
Vinyl siding plant closures (2)	4.0	15.5	11.5
Headcount Reduction-40	5.0	6.8	1.8
Plant conversion cost improvement	3.0	3.0	-
Total Cost Savings	$22.0	$38.3	$16.3

31

Alenco Update

•Integration

§Implemented December 2006

•Cost Savings

PlanActual Status

§Insurance200K200K Complete

 §Aluminum 300K300K Complete

§Hardware100K150K Complete

§Extrusion 3,500K3,500K Completed Q207

§Salaries____0__750K

Totals$4,100K$4,900K

•Arizona Plant - Start up

§Complete

§Facility performing exceptionally well

§Investigating the addition of vinyl to pursue demand in CA, NV, UT

•Production Builder Focus

§Hired Manager to focus on this large opportunity

§Scheduling meetings with top Regional and National Builders

32

Net Sales

• Sales growth that outperformed our industry

• Improved sales mix to 58% New Construction and 42% R&R

• Reduced customer concentration largest customer = only 10% of sales

• Long-term customer relationships with leaders within each channel

• Demonstrated ability to manage selling price against raw material costs

33

Adjusted EBITDA

• Ply Gem has demonstrated history of strong earnings performance

• Adjusted EBITDA Margins improved from 10.5% in 2004 to 12.6% in 2006

• Highly variable cost structure 75% variable and only 25% fixed

• Low S,G&A expense of 11.3% in 2006 when adjusted for unusual items

• Demonstrated ability to maintain strong EBITDA Margins against significant market-wide increases

  in raw material (PVC & Aluminum) costs

Note:

1 2006 includes $28.3 million in pro forma synergies

34

Capital Spending

• Ply Gem has had very modest Capex requirements which averaged only 1.6%

• Historically approximately 25% of Ply Gem’s Capex has been maintenance

• Ply Gem has demonstrated its ability to reduce Capex when appropriate

35

Adjusted EBITDA - Capex

• Ply Gem has a history of Strong EBITDA performance, modest Capex requirements and has been an
  efficient user of working capital.

• Ply Gem reduced it’s Net Debt position by $49.7 million during 2005 and $66.2 million in 2006 when we
  take into account the cash from operations used to finance Ply Gem’s acquisition of AHE.

36

Net Sales

Adjusted EBITDA

Adjusted EBITDA - CapEx

Capital Expenditures

Note: Historical pro forma results include MW, Alenco and AHE for all periods shown.

Ply Gem’s has demonstrated
Strong Financial Performance

37

Key Attributes

Questions & Answers

Supplemental Information

40

¨Computation of Pro Forma Net Sales

Supplemental Information - Excluding AHE

41

Supplemental Information
Computation of Adjusted EBITDA - Excluding AHE

42

Supplemental Information - Excluding AHE
Computation of Pro Forma Capital Expenditures (CAPEX)

43

Supplemental Information - Excluding AHE
Computation of Adjusted Pro Forma EBITDA - CAPEX

44

¨Computation of Pro Forma Net Sales

Supplemental Information - Including AHE

45

Supplemental Information
Computation of Adjusted EBITDA - Including AHE

46

Supplemental Information - Including AHE
Computation of Pro Forma Capital Expenditures (CAPEX)

47

Supplemental Information - Including AHE
Computation of Adjusted Pro Forma EBITDA - CAPEX