| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/10/2003 |
3. Issuer Name and Ticker or Trading Symbol
BERGER HOLDINGS LTD [ BGRH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares, $0.01 par value | 0(1)(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Option to Buy Common Stock | (3)(4) | (3)(4) | Common Stock, par value $.01 per share | 3,073,044 | $3.9 | D | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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"). |
| 2. 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. |
| 3. 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. |
| 4. 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 | 10/20/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||