8-K

 
                      SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C. 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)
                                October 1, 1994


                          Commission File No. 1-4087



                           Ply Gem Industries, Inc.
            ------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)



   Delaware                         1-4087                     11-1727150
- - ---------------              ---------------------         -------------------
(State or other              (Commission File No.)            (IRS Employer
jurisdiction of                                            Identification No.)
incorporation)


                  777 Third Avenue, New York, New York  10017
                  -------------------------------------------
                   (Address of Principal Executive Offices)


                Registrant's Telephone Number:  (212) 832-1550

 
Items 1 - 4.  Not Applicable.
              --------------


Item 5.  Other Events
         ------------


         On October 1, 1994 the Board of Directors of the Company approved a 
plan to improve profitability and position the Company for long-term growth. The
Company will record a third quarter one-time non-recurring pretax charge of 
$36.3 million consisting of a restructuring charge and other non-recurring
items. The charge includes $14 million of non-cash charges for asset write-offs
including facility closures. A copy of the Press Release issued by the Company
is attached hereto as an Exhibit.


Items 6 - 8.  Not Applicable.
              --------------

 
                                  SIGNATURES
                                  ----------



         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned hereunto duly authorized.



Dated:  October 18, 1994

                                             PLY GEM INDUSTRIES, INC.

                                           
                                             /s/ Paul Bogutsky
                                        By:  ------------------------
                                                 Paul Bogutsky
                                                 Vice President

EX-99

 
                                 PRESS RELEASE

               [LOGO AND LETTERHEAD OF PLY GEM INDUSTRIES, INC.]


New York, NY                                                     October 3, 1994

   PLY GEM Announces Actions To Improve Profitability and Shareholder Value
           Restructuring to Save Approximately $12 Million Annually


New York, NY . . . October 3, 1994 . . . . PLY GEM Industries, Inc. (Amex: PGI) 
today announced a restructuring to improve profitability and position the 
company for quality long term growth.

According to Chairman and CEO Jeffrey S. Silverman, "The restructuring announced
today is another important step in positioning PGI to succeed in an increasingly
competitive global marketplace.  The actions we are taking will result in a 
fundamental change in the way our company does business.  We are creating a new 
organization sharply changed in how it thinks, works, reacts and capitalizes on 
business opportunities.  These changes are being initiated by our new President 
Monte R. Haymon, based upon an evaluation of our businesses to determine how 
operating performance could be improved and shareholder value enhanced."

The profit improvement actions involve delayering the organization, changing 
business processes, utilizing facilities more effectively, and improving product
line management.

These actions, which will be implemented over the next twelve months, will have
the following significant results:

.  Upon full implementation, PLY GEM should realize annual pretax savings of 
   approximately $12 million.

.  A reduction of approximately 15% of the work force, or approximately 600
   jobs will be effected.

.  PLY GEM will record a third quarter one time non-recurring pretax charge of 
   $36.3 million consisting of the restructuring charge and other non-recurring
   items. This charge includes $14 million of non cash charges for asset write-
   offs including facility closures.

                                    (OVER)

 
.  A consolidation of selected regional distribution facilities and certain 
   manufacturing facilities to reduce fixed expenses.

.  The restructuring of basic business operations involving the way PLY GEM 
   deals with its customers, suppliers, and employees.


"We are making these changes at a time when our financial results are strong.  
Our businesses are sound, profitable and growing, and they will become even more
competitive as a result of these actions.  We are committed to optimizing the 
linkages between various business processes which will enhance our ability to 
profitably select, serve and satisfy customers in ways no competitor can match,"
said PLY GEM President and COO Monte R. Haymon.

"We are not changing the business we are in, but are fundamentally changing the 
way we think and the way we work so that we can provide leading edge products 
and services to our customers.  These changes are the result of an in-depth 
study of each of our businesses to determine how to improve productivity, 
quality and customer satisfaction while reducing costs.  We are challenging the 
'business as usual' mentality and making major changes in our organizational 
structure and business processes to create a world class manufacturer of 
specialty products for the home improvement industry.  These actions should 
enable PLY GEM to reach dramatically higher levels of profitability and to build
a foundation for future success," concluded Mr. Haymon.


                                       #



Co. Contact:  Diane M. Cady
              Vice President, Investor Relations
              (212) 832-1550